Vision, Mission, Value, and Company’s Strategies
CONTENTS
Investment Structure of INTOUCH Group
Report of the Audit Committee
Corporate Social Responsibility
Milestones Nature of Businessand Income Structure
Profiles of Directors and Management Team
Financial Highlights
Company, Subsidiaries and Associated Companies
Board of Directors and Management Team
Message from the Chairman of the Board of Directors
Directors’ Shareholding in the Company and its subsidiaries for the Year 2013
Message from The CEO
Major Shareholders
4
28
48
26
46
16
30
50
18
42
54
24
44
58
Risk Factors
Auditor’s Report
Investor Information
Related Transactions
Dividend Policy
Corporate Governance and Management
Financial Statement
Sustainable Development Report
Management’s Discussion and Analysis
GlossaryBoard of Directors’ Responsibility for Financial Reporting
Other References
129 135
238144
241
80
145
242
86
146
123
237
In keeping with our belief that business and society can grow together, Thaicom PLC has been committed to creating opportunities and building a better future
communication networks, enabling new connections within society, and delivering information that allows people to broaden their horizons and increase their knowledge, we trust that our daily business activities are serving to improve the quality of life for the general population.
Thaicom PLC is committed to the sustainable develop- ment of our surrounding comunities, and society as a whole. Our long-established socially responsible business practices have led us to instigating a new concept of “creating shared value” between our organization and society so that we can work towards sustainable development in all sectors, including business, the economy, education, society, and the environment. As part of our future plans, we are committed to using our knowledge, skills, and technology to create shared values for all our stakeholders. We also seek to
Corporate Social Responsibility
Creating shared value for society
establish “social enterprise” projects that will encourage
to sustainable development because we believe their sustainability is intrinsically linked to the sustainability of our business.
In 2013, Thaicom PLC established four corporate social responsibility program areas, namely Education Sup-port, Community Development, Disaster Preparedness & Emergency Communications, and Volunteerism. Details of each program are as follows:
Education Support
Because Thaicom PLC believes that a strong education system will lead to a strong nation, we prioritize human development by boosting access to education through our resources, knowledge, and capabilities. With the following projects, we aim to create new opportunities and new futures by using satellite communication technology to extend educational opportunities to underprivileged children and youth living in remote areas.
PAGE
18
Thaicom PLC began providing distance education via satellite in 1991 by offering communication satellites, televisions, and related equipment to school children in remote areas so that they would have the same access to quality educational material as urban school children. To this end, we broadcast content from the classrooms of Klai Kang Won School in Hua Hin, Prachuab Kirikhan province, a model school for distance learning.
In order to lessen the disparity between educational opportunities, Thaicom PLC expanded this early initiative into the “Thai Kids, Thaicom” project in 2009. The two-phase project began by installing DTV satellite dishes, televisions, and related equipment to 999
schools during 2009-2011. Plans for the second phase involve installation in an additional 999 schools during 2012-2014. To date, Thaicom PLC has donated satellite dishes, televisions, and related equipment to 1,342 educational institutions (our of a target of 1,998 locations),
Thaicom PLC remains committed to expanding access to knowledge and opportunities for Thai youth.
Since 2012, Thaicom PLC has worked to expand our activities for vocational students. Our “Satellite Installation Training” project involves trainings run by Thaicom PLC volunteers. It aims to develop the skills and professional ability of vocational students as well as to foster
Ultimately, we hope to empower youth participants by providing them with the skills to help themselves and contribute to society.
To date, Thaicom PLC has conducted trainings in nine schools nationwide for over 500 vocational students. This ongoing project is planned to continue through 2014.
PAGE
19A R 2 0 1 3 / 2 5 5 6
Thaicom PLC promotes Constructionism as a new step for educational development in Thailand. This learning concept aims to develop a child’s maximum capacity through “learning by doing” which stimulates innate knowledge acquisition and enables children to learn for themselves rather than rely on solely teachers as the primary providers of knowledge.
Constructionism in Thailand, Thaicom PLC has established a pilot school project and media lab to act as a Constructionism model for schools in remote areas. We provided the communications technology and Internet connections for Ban Sam Kah School in Lampang province. We also supported Constructionism trainings conducted by personnel from Darun Sikalai School, which has successfully adopted Constructionism, for teachers throughout the region. This project is ongoing.
Thaicom PLC is also committed to using our expertise, knowledge, and resources to promote science and technological education through various activities such as our “Children’s Introduction to Satellites with Thaicom PLC” event held on Children’s Day 2013, during which children were invited to visit our Satellite Museum at the Thaicom-Kae Rai teleport and meet with Thaicom PLC engineers. In 2013, the museum was opened to the public free of charge and has attracted more than 1,300 visitors. In addition, Thaicom PLC also publishes books about satellites to promote satellite engineering and science and technology, and these are distributed to schools across the nation. In 2013, we collaborated with our subsidiary companies to organize the “Tutoring 2KIDS” project, which prepared students for the O-NET test through tutoring sessions with teachers and tutors that was broadcast on D-Life or Channel 18 via DTV satellite from 15 October 2012 to 31 January 2013. In addition, 78 students from various schools who achieved the highest O-NET scores participated in “Thaicom Satellite Camp” 2013.
PAGE
20
Community Development
Thaicom PLC is committed to promoting sustainable development at the community level. We provide funds, knowledge, and access to satellite communication technology in order to create opportunities for career development and to boost local economies in communities where people have limited access to information. We initiated, in 2013, the “Thaicom
development. This project evolved from our “Thai Kids, Thaicom” project at Ban Talong School in Ubon Ratchathan i p rov ince and expanded in to
Economy Knowledge Center”. In addition, we support various endeavors that encourage self-development in accordance with community needs, such as the construction of water tank stations to provide enough
water for farming and livestock and the promotion of methods that improve organic rice farming, etc. All our projects are based on the concept of “Social Enterprise”, which emphasizes social and environmental
and/or services, investment funds, donations or other
communities to solve local problems and establish productive collaborations for a sustainable the future.
PAGE
21A R 2 0 1 3 / 2 5 5 6
Thaicom PLC recognizes that we have a critical role to play in disaster preparedness measures and post-disaster recovery through the provision of emergency satellite communication and Internet connections in the wake of natural disasters. Our role in such circumstances is critical as large-scale natural disasters often destroy existing communications infrastructure thereby preventing emergency responders from provi- ding immediate assistance to those in urgent need.
Thaicom PLC has regularly provided critical assistance during major disasters in Thailand and throughout the
an award from Japan’s Ministry of Internal Affairs and Communications (MIC) for assistance we provided during the 2011 tsunami. We aim to respond to disasters wherever and whenever necessary, both in domestic
province in 2013 and those that take place elsewhere such as recent earthquakes in Sichuan province, China, and Christchurch, New Zealand. When Typhoon Haiyan struck the Philippines, Thaicom PLC collaborated with the Royal Thai Air Force to transport satellite communication equipment linked to THAICOM-4 (IPSTAR) via a C-130 aircraft to help the affected population.
Furthermore, Thaicom PLC also works with the Thai Red Cross Society on disaster preparedness by installing IPSTAR satellite receivers on Red Cross mobile units for use in emergencies when communication networks are down. We have also provided satellite communication training via DTV satellite dishes to Red Cross personnel across the country.
Disaster Preparedness & Emergency Communications
PAGE
22
Thaicom PLC encourages all our employees and related parties to participate in social activities that instill a culture of collaboration. Our “Thaicom Volunteers” project enables our staff to join volunteer activities in which they can use their existing skills and abilities
environmental level. For example, our satellite installa- tion training project enables Thaicom volunteers to share their expertise while our disaster response efforts allow volunteers to put their skills to good use in times of crisis. In 2013, 515 Thaicom PLC volunteers con-tributed up to 1,905 hours on various social activities.
In addition, Thaicom PLC volunteers organize various activities such as a fund raised among employees to support the education of underprivileged children.
In 2013, donations totaled 294,468 baht and were used to fund three activities: a visit to a school run by the Foundation for the Blind to donate goods and help with teaching lessons; donations to the Ban Nok Kamin Foundation, and the donation of educational books to three schools in Pathumthani and Nonthaburi provinces.
Thaicom PLC supports social initiative among our employees and we are committed to using our combined capacity to build opportunities for those around us. We believe our future should not be focused solely
and sustainable connections between our corporation and the society we live and work in, both at home and abroad.
Volunteerism
Anti-CorruptionThe Board of Directors understands very well the importance of transparency in business operations. To this end, on 8 August 2013, the Board approved the Company’s participation in the creation and implemen-tation of anti-corruption and bribery policies and also insisted on supporting the involvement of the Company in counter-corruption activities. To realize the Board’s decision to participate in collective anti-corruption activities, the Company became a part of the “Private Sector Collective Action Coalition Against Corruption”.
The next step in the process will be for the Company to complete a self-evaluation process on its anti-corruption activities. This evaluation is intended to identify
anti-corruption policies and practices. The results will presented to the Board of Directors, along with the Company’s proposed actions for improvement or adjustment of its policies. With the Board’s approval, the Company will then initiate its activities by informing the Board, management and employees of the Company’s anti-corruption policies, and to remind all levels to adhere to these policies. As the Company continues its internal campaign to ensure that all employees are adhering to the anti-corruption policies, it will continue to review the results, and when implementation has
been completed, the audit committee will be asked to review and approve the policies and regulations and concur that these policies and regulations have been successfully implemented by the Company. With the approval from the Audit Committee, the plans, policies and regulations related to anti-corruption practices and activities will be presented to the Board of Directors for
implementation. It is expected that the entire preparatory
take approximately 9 months.
The Company’s anti-corruption policies and regulations will be aimed at all those people involved with the Company, from the Board of Directors to the Company’s management and its staff, to ensure fair and transparent business operations, devoid of corrupt practices. The Company also hopes to expand coverage of anti-corruption activities to include its suppliers, business partners and other entities with which the Company has business dealings, and to entice them into joining the Company in preventing corrupt practices from occurring. Further information on the Company’s anti-corruption policy may be found on the Company’s website: www.thaicom.net under the heading: Sustainability > Corporate Governance > Anti-Bribery and Corruption Policy
PAGE
23A R 2 0 1 3 / 2 5 5 6
In 2014, the Company
starts off on another exciting
year in which it will explore many
new frontiers
PAGE
24
Message from the Chairman of the Board of Directors
2013 is another year for which the Company can be proud of its many achievements. Early in the year the Company was recognized for its excellence in organizing the Annual general Meeting of Shareholders: a perfect score of 100 was awarded to the Company by the Quality Assessment Program of the Thai Investor Association. Later in the year, the Company’s Board of Directors was presented with the “Board of the Year-Best Practices Award 2013” from the Thai Institute of Directors in cooperation with the Stock Exchange of Thailand and the Securities Exchange Commission of Thailand. This is the second consecutive year in which the company’s Board was so honoured.What’s more, the Company was also recognized by the Thai Institute of Directors for its Corporate Governance performance, and became one of the stock market’s listed companies to achieve a 5-star or “Excellent” Corporate
participation that exists between the Company’s employees, management and the Board of Directors. Together we have worked to create an organization that is managed in a transparent manner in keeping with internationally accepted corporate governance best practices.
Beside the formal recognitions for excellence, the Company also achieved several other goals in its business
Company with a true challenge, but through perseverance and hard work, the Company’s management and staff
the Company’s broadcast customers. The sale of IPSTAR bandwidth for the China market, the development of new solutions, and the entry into new partnerships have allowed the Company to offer new End-to-End services
with government agencies, the Company has also been able to extend its contributions to national development. In cooperation with its sister company, AIS, Thaicom jointly developed a SAT-COM on the Move (Satellite Communication on the Move) solution for the Royal Thai Navy ship HTMS Krabi. By providing this solution, the
on manoeuvers abroad, and also to communicate with their families at home.
In the area of corporate recognition, Thaicom was mentioned by quite a few magazines and newspapers, and was voted as Best Mid-Cap Company by investors throughout Asia in Finance Asia’s annual survey, while the Company’s CEO was voted best CEO for a Mid-Cap company. In the same year, the CEO was also recognized by Thailand’s Khao Hoon newspaper as Best woman CEO for a Company traded on the Stock Exchange of Thailand. The year 2013 was also a year of major changes for the Company, and one in which the management and staff worked very hard
to acquire and hone their skills. All these activities are aimed at the greater goal of transforming the Company into a leading satellite operator of world standing, a company of which all Thai people can be proud.
with successive improvements throughout the year, offering a Total Shareholder Return of 77%. Additionally, the Company’s share performance also led it to be included in the SET 50 index from 1 January 2014, and aims to remain a part of this grouping.
With the successful launch of Thaicom 6 early in 2014, the Company starts off on another exciting year in which it
its shareholders, society, and the country.
Chairman of the Boardof Directors
Paron Isarasena
PAGE
25A R 2 0 1 3 / 2 5 5 6
In 2014, Thaicom will continue to
grow sustainably across all areas of
its operations and move into areas
that are new and exciting.
PAGE
26
Message from the Chairman of theExecutive Committee and CEO
2013 was another successful year for Thaicom . This was the second consecutive year in which the Company was
for the year stood at 7.9 billion Baht, of which 88% was contributed by the Company’s core satellite operations.
One of the major achievements in 2013 was the acquisition of an interim satellite to start offering services to our customers in Thailand from 1 August as we were preparing for the launch of Thaicom 6. The launch of Thaicom 6 was successfully completed in January 2014, and the asset was transferred to the Royal Thai Government at the end of January 2014. The added capacity of Thaicom 6 is key to the future growth of Thailand’s broadcasting and telecommunications industries.
Other major successes for Thaicom in 2013 included the completion of an agreement for IPSTAR services in China with Synertone Communication Corporation, the renewal and expansion of the IPSTAR services contract with the Telephone Organization of Thailand or TOT Plc., in Thailand to serve public broadband demand nationwide, and the entry into partnerships with companies such as Gilat Satellite Network, and Global Eagle Entertainment, among others.
Thaicom has built a solid foundation and we will now focus on expansion, both horizontally and vertically. Near-term areas of growth for the Company include the launch of Thaicom 7 scheduled for later this year, and potential sales growth in the African market now that Thaicom 6 has been launched. We will continue with the development and provision of End-to-End solutions for customers, the creation of content delivery networks through satellites, and the implementation and offering of Mobility Solutions based on satellite backbones. The Company will also continue to build more partnerships to expand our business portfolios.
Beyond the Company’s economic contributions, we at Thaicom remain committed to our social responsibility obligations, and we have made this area one of the Company’s core missions. In 2013, we as a Company initiated a move that will see us engaging more and more with the communities in which we are active as we move from the concept of CSR to the more socially engaging concept of creating shared value (CSV).
and corporate governance. Among these recognitions were FinanceAsia’s ranking of the Company and its CEO as Best Mid-Cap and Best CEO respectively; a perfect score of 100 on its Annual General Meeting for shareholders by the Quality Assessment Program of the Thai Investor Association, the Award of Excellence on its Corporate Governance, and the “Board of the Year-Best Practices Award 2013” from the Thai Institute of Directors.
The year 2014 will be another important year for Thaicom as we aim to grow sustainably across all areas of our operations. Thaicom will expand its markets as well as the scope of its services, including End-to-End solutions, business and technology innovations, and partnership and organizational development based on social and stakeholder responsibility. 2014 will mark the year of New Frontiers for Thaicom, as we embark on this journey and move beyond our comfort zone and move into areas that are new and exciting.
On behalf of Thaicom PLC., I would like to thank our shareholders, the Board of Directors, Management, our employees, business partners and stakeholders for your continued trust and support of Thaicom. For two decades we have
to providing the best service possible to our customers, managing our company in keeping with good corporate governance best practice, and contributing to our country’s social and economic development. We will be the leading Asian satellite operator, and a company that all Thais can be proud of.
Suphajee Suthumpun Chairman of the Executive Committee and
is can be proud of.
PAGE
27A R 2 0 1 3 / 2 5 5 6
Audit Committee Report for the Year 2013
To: The Shareholders of Thaicom Plc.
The Audit Committee of Thaicom Plc. (“The Committee”) was appointed by a resolution of the Board of Directors and consists of three independent directors. Professor Hiran Radeesri was appointed as the Chairman of the Committee while Mrs. Charintorn Vongspootorn and Associate Professor Samrieng Mekkriengkrai were appointed as members. The Secretary to the Committee is Pol. Lt., Sivaraks Phinicharomna, who also serves as the Chief of the Internal Audit Department.
risk management and regulatory compliance as set forth in the Audit Committee Charter approved by the Board of
In 2013, the Committee held a total of 15 meetings. All of the Committee’s members attended each of these meetings. The Committee reported on its performance and made recommendations to the Board of Directors
summarized below:.
1. Financial Statements: and the companies in the group for the year 2013, including disclosure of information in the notes to the
judgments applied in preparing these reports with the Company’s management, the external auditors as well as the internal auditor. The Committee also held a private meeting with the external auditor without the presence of the Company’s management to consider the internal control system and the accuracy and
their independence.
2. Good Corporate Governance: The Committee reviewed the Company’s adherence to Good Corporate Governance principles and Code of Conduct guidelines and found that the Company’s management and staff observed these guidelines closely. The Company’s management was seen to be actively promoting adherence to the Company’s Code of Conduct by all levels of the Company’s management and staff, activities which resulted in the Company receiving several awards as further outlined in the Annual Report. Furthermore, the
of interest, and has charged the responsible department to report regularly on these issues to the Committee.
the Stock Exchange of Thailand and the Securities and Exchange Commission of Thailand to ensure that all disclosures were correct, complete, and adequate. To ensure compliance, the Committee also performed a self-assessment to review and evaluate its performance by benchmarking it with the Audit Committee Charter
has followed the terms of reference in its charter. The results of the self-assessment were reported to the Company’s Board of Directors.
3. Risk Management and Internal Control Systems: The Committee reviewed the Company’s risk management
objectives. Some of the major elements explored were risks related to changing world and regional economic
PAGE
28
conditions, risks related to foreign investments, and risks related to business slowdowns or stoppages. Reviews weredone on a quarterly basis in keeping with accepted risk management practices. In 2013 there were regular disruptions to the country’s political processes as well as international problems which affected Thaicom’s operations. Despite these problems, the Company’s management developed risk management systems to avert potential problems, and developed more value added services as well as introducing new technological solutions
experiences for its management and staff to keep abreast of global developments. All these activities meant that
4. Internal Audit: The Committee reviewed the Company’s Internal Audit system and monthly and quarterly
of the Company’s internal Audit system, the Company further developed its preventative audit system, focusing on expanding its internal audit activities, its internal and external communications systems, and its continuous monitoring and continuous auditing system. The Committee reviewed the Company’s internal audit scope, long-term and one-year audit plans previously approved, and found that the activities undertaken exceeded the Key Performance indicators set for the year. Furthermore the Committee also reviewed the Internal Audit Depart ment’s expenditure and investment budgets, and its personnel requirements, and suggested that the Department should focus on adding further value to the Department’s audits by developing and expanding the Department’s
to move towards more self-audits at the different business function levels within the Company.
5. Fraud Audit: The Committee performed a quarterly fraud audit, reviewing and testing internal controls and systems to prevent fraudulent practices. The review found that under the Company’s “whistle-blower” policy, three complaints had been made throughout the year. The complaints were duly investigated, and the Committee noted that only 1 of the complaints might potentially have constituted a fraud. However, the value of the alleged offense was immaterial, and preventative action has been taken to prevent a reoccurrence.
6. External Auditor: KPMG Phoomchai has been the Company’s external auditor for a period of 5 years, from 2009 to 2013. In 2014, the Group of Companies arranged a selection process for a new auditor. Four companies made presentations, and the Committee duly reviewed the presentations, the skills and knowledge, the proposed fees and independence of the companies proposed. The Committee found that KPMG Phoomchai meets all the requirements and standards desired by the Company, and as such the Committee proposed to the
approval by the Company’s shareholders at the Annual General Meeting of Shareholders. The Committee also proposes that Mr. Suphoj Singsaneh, Auditor License 2826 and/or Mr. Charoen Phoosamritlert Auditor License 4068 and/or Ms. Somboon Suphasiripinyo Auditor License 3731 of KPMG Phoomchai Audit Co., Ltd., be
Chairman of the AuditCommittee
(Prof. Hiran Radeesri)
On Behalf of the Audit Committee
13 February, 2014
PAGE
29A R 2 0 1 3 / 2 5 5 6
Board of Directors and Company Secretary
1. Mr. Paron Israsena Chairman of the Board of Directors and Independent Director
2. Prof. Hiran Radeesri Independent Director and Chairman of the Audit Committee
3. Mrs. Charintorn Vongspootorn Independent Director and Member of the Audit Committee
4. Assoc.Prof. Samrieng Mekkriengkrai Independent Director and Member of the Audit Committee
5. Mrs. Suphajee Suthumpun Director, Chairman of the Executive Committee and Chief Executive Officer
4 3 1 2 5
PAGE
30
6. Mr. Somprasong Boonyachai Director
7. Mr. Yong Lum Sung Director and Member of the Executive Committee
8. Mr. Anek Pana-apichon Director and Member of the Executive Committee
9. Mrs. Yupapan Chatsirinoppakun Assistant Vice President - Executive Office and Company Secretary
8 7 6 9
PAGE
31A R 2 0 1 3 / 2 5 5 6
1. Mrs. Suphajee Suthumpun Director, Chairman of the Executive Committee and Chief Executive Officer
2. Dr. Nongluck Phinainitisart Chief Commercial Officer and Member of the Executive Committee
3. Mr. Paiboon Panuwattanawong Chief Technical Officer and Member of the Executive Committee
4. Mr. Vuthi Asvasermcharoen Chief Financial Officer
5. Mr. Pradeep Unni Executive Vice President - Marketing and Sales India & Territory 2
4 1 2 3 5
PAGE
33A R 2 0 1 3 / 2 5 5 6
Directors, Management Team and Company Secretary Profiles
(as of 31 December 2013)
None
Master of Engineering (SM_ME), Massachusetts Institute of Technology, USA
MFM: Monitoring Fraud Management Class 4/2010 RCC: Role of the Compensation Committee Class 1/2006 The Characteristics of Effective Directors Year 2006 QFR: Improving the Quality of Financial Reporting Class
3/2006 DAP: Directors Accreditation Program Class 4/2003
The 2nd National Director Conference 2013 - Board Leadership Evolution
Thailand’s 4th National Conference on Collective Action Against Corruption
2011 - Present Chairman of the Board of Directors, Thonburi Automotive Assembly Plant Co., Ltd. 1997 - Present Director, Nai Lert Park Hotel Co., Ltd. 1994 - Present Chairman of the Board of Directors and Independent Director, Thaicom Plc. Director and Chairman of the Audit Committee, Sammakorn Plc. Director and Member of the Audit Committee, Padaeng Industry Plc. 2004 - 2012 Director, The National Science and Technology Development Board 1996 - 2011 Director, Chiang Mai University Council
University
None
Mr. Paron Israsena
Date of Appointment 4 January 1994 Age 85 years
1) None
PAGE
34
None
Honorary Doctorate Degree in Accounting, Thammasat University
AC preparation for AGM The 2nd National Director Conference 2013 - Board Leadership
Evolution CG Forum 2/2013: Board Monitoring - How to Build the spirit
of good Corporate Governance Thailand’s 4th National Conference on Collective Action
Against Corruption
Federation of Accounting Professions: Latest Criteria of Internal Audit System (COSO’s 2013)
Present Independent Director and Chairman of the Audit Committee, Navakit Insurance Plc. Independent Director and Chairman of the Audit Committee, Thaicom Plc. Independent Director and Chairman of the Audit Committee, Dusit Thani Plc. Honorary Chairman of the Director, Thai Institute of Directors Association Chairman-Corporate Governance Centre, The Stock Exchange of Thailand
Chairman - Tax Auditor Examination Committee, Revenue Department
University
Director, The directors’ pool, Ministry of Finance Director, The directors’ pool, Ministry of Finance Past Chairman, Price Waterhouse Co., Ltd. Member, the Board of Directors of The Stock Exchange of Thailand Chairman of the Audit Committee, The Stock Exchange of Thailand Director, Thailand Securities Depository Co., Ltd. Governor, State Railway of Thailand Chairman of the Board of Directors, Mass Rapid Transit Authority of Thailand
Council, Federation of Accounting Professions Independent Director and Chairman of the Audit Committee, Easy Buy Plc.
None
Prof. Hiran Radeesri
Date of Appointment 20 March 2001 Age 83 years
1)
None
PAGE
35A R 2 0 1 3 / 2 5 5 6
None
Master of Business Administration,
Creighton University, USA
MFM: Monitoring Fraud Risk Management Class 2/2010 ACP: Advance Audit Committee Programs year 2010 RCC: Role of the Compensation Committee 6/2008 MIA: Monitoring the Internal Audit Function 2/2008 MIR: Monitoring the System of Internal Control and
Risk Management Class 2/2007
None
Master of Laws, University of Miami, USAThai Barrister At Law, Institute of Legal Education of Thai Bar
Association
FSD: Financial Statement for Directors Class 9/2010 MFM: Monitoring Fraud Risk Management Class 2/2010 ACP: Audit Committee Program Class 20/2007
Mrs. Charintorn Vongspootorn
Date of Appointment 8 December 1999 Age 67 years
1) None
MFR: Monitoring the Quality of Financial Reporting Class 5/2007 DCP Refresher Course Class 1/2005 ACP: Audit Committee Program Class 1/2004
CG Forum 2/2013: Board Monitoring - How to build
the spirit of good Corporate Governance Thailand’s 4th National Conference on Collective Action
Against Corruption
Securities Co., Ltd. 2010 - 2013 Independent Director and Member of the Audit Committee, Ini3 Digital Co., Ltd.
Securities Co., Ltd. 2008 - 2013 Advisor of the Board of Directors, Solaris Asset Management Co., Ltd. 1999 - Present Independent Director and Member of the Audit Committee, Thaicom Plc.
None
Assoc.Prof. Samrieng Mekkriengkrai
Date of Appointment 10 April 2007 Age 60 years
1)
None
AC preparation for AGMCG Forum 2/2013: Board Monitoring - How to build
the spirit of good Corporate Governance
2012 - Present Independent Director, Unique Engineering and Construction Plc. 2007 - Present Independent Director and Member of Audit Committee, Thaicom Plc. 1990 - Present Researcher of Law and Organization, Chulalongkorn University. 1975 - Present Associate Professor Level 9, Faculty of Law, Chulalongkorn University
None
PAGE
36
None
Master Degree in Engineering, Asian Institute of Technology (AIT)
RCP: Role of the Chairman Program Class 21/2009
DAP: Directors Accreditation Program Class 30/2004
2010 - Present Acting-President, Shin Corporation Plc 2008 - Present Chairman of the Executive Committee, Shin Corporation Plc Vice Chairman of the Board of Director, Advanced Info Service Plc 2007 - Present Director, Shin Corporation Plc 2006 - Present Director, Thaicom Plc 2004 - Present Director, Praram 9 Hospital Co., Ltd.
Mr. Somprasong Boonyachai 2)
Date of Appointment 11 August 2006 Age 58 years
1) None
2002 - Present Independent Director and Member of the Audit Committee, Power Line Engineering Plc 2009 - 2011 Chairman of the Executive Committee, Thaicom Plc 2000 - 2008 Member of the Executive Committee, Shin Satellite Plc 1999 - 2008 Chairman of the Executive Committee, Advanced Info Service Plc 1994 - 2008 Director, Advanced Info Service Plc
None
None
Master Degree in Business Administration, International Finance and International Accounting, Northrop University, USA
CMA: Executives Program Capital Market Academy Class 16Thammasat Leadership Program Class 1
2012 - Present Chairman of the Executive Committee, Thaicom Plc 2011 - Present Member of the Executive Committee, Member of the Strategic and Organizational and Chairman of the Media & New Business, Shin Corporation Plc
Director, Chairman of the Executive Committee, Chairman of the Remuneration
Mrs. Suphajee Suthumpun 2)
Date of Appointment 10 August 2011, 1 January 2012 and 1 August 2011, respectively Age 49 years
1) None
Committee, and Chairman of the Nomination and CG Committee, CS LoxInfo Plc Member of the Executive Committee, Advanced Info Service Plc Aug - Dec 2011 Member of the Executive Committee, Thaicom Plc 2010 - 2011 General Manager, Global Technology Services, IBM ASEAN
IBM Headquarters 2007 - 2009 Vice President, General Business, IBM ASEAN
None
PAGE
37A R 2 0 1 3 / 2 5 5 6
None
Master in Electrical Engineering, University of Singapore
Advanced Management Programme,
Harvard Business School, USA
DAP: Directors Accreditation Program Class 74/2008
2013 - Present Director, Care Corner Singapore Ltd. Chairman and Audit Committee Member, Macquaries APTT Management Pte Ltd. Director and Audit Committee Member, Singtex Holdings Pte Ltd. 2012 - Present Director, D-Sim Lab Technologies Pte Ltd Corporate Advisor, Temasek International Advisors Pte Ltd 2010 - Present Director, Tera-Barrier Films Pte Ltd Executive Committee Member, U Mobile Sdn Bhd 2009 - Present Consultant, Exploit Technologies Pte Ltd 2008 - Present Director and Executive Committee Member, Thaicom Plc Strategic and Organizational Review Committee Member, Shin Corporation PLC
Mr.Yong Lum Sung
Date of Appointment 13 May 2008 Age 64 years
1)
None
2007 - Present Director, Tianjin Binhai Convention & Exhibition Pte Ltd Director, Golden Donuts Pte Ltd Director & Audit Committee Member, Singapore Cruise Centre Pte Ltd 2007 - 2013 Director & Audit Committee Member, Singex Venues Pte Ltd Director & Audit Committee Member, Singex Exhibition Ventures Pte Ltd Director & Audit Committee Member, Singex Exhibitions Pte Ltd Strategy Committee Member, Star Hub Ltd 2009 - 2012 Director, Muvee Technologies Pte Ltd 2008 - 2012 Corporate Advisor, Temasek Holdings Ltd 2009 - 2011 Director, Singex TEDA International Pte Ltd 2007 - 2011 Director, Singex Global (ME) Pte Ltd
None
PAGE
38
None
Master Degree in Business Administration, Chulalongkorn University
The 2nd National Director Conference 2013 - Board
Leader ship Evolution CMA: Executives Program Capital Market Academy Class 15
2010 - Present Executive Vice President - Finance & Accounting, Shin Corporation Plc Director and Executive Director, Thaicom Plc
None
Master of Engineering, Carnegie Mellon University, Pittsburgh, USA
Nov 2011 - Present Member of the Executive Committee, Thaicom Plc 2007 - Present Director, DTV Service Co., Ltd. Director, IPSTAR Co., Ltd. Director, Star Nucleus Co., Ltd. Director, Spacecode LLC Director, IPSTAR International pte Ltd. Director, IPSTAR Global Services Ltd.
Mr. Anek Pana-apichon
Date of Appointment 7 April 2010 and 1 April 2010, respectively Age 48 years
1) None
2004 - 2010 Vice President - Finance & Accounting, Shin Corporation Plc
None
Mr. Paiboon Panuwattanawong3)
Date of Appointment 1 July 2009 and 10 November 2011, respectively Age 53 years
1)
0.0003%
Director, IPSTAR Australia Pty Ltd. Director, IPSTAR New Zealand Ltd.
None
PAGE
39A R 2 0 1 3 / 2 5 5 6
None
Master of Business Administration, Indiana University of Pennsylvania, USA
Mr. Vuthi Asvasermcharoen 3)
Date of Appointment 1 October 2011
Age 46 years
1)
None
May 2012 - Present Director and member of the Executive Committee, CS LoxInfo Plc.
GMM Grammy
Sahaviriya Steel Industries
None
None
Doctorate Degree in Electrical Engineering, Chulalongkorn University
DAP: Directors Accreditation Program Class 4/2003
Dr. Nongluck Phinainitisart 3)
Date of Appointment 1 January 2012 and 11 May 2007, respectively Age 54 years
1) None
2013 - Present Chairman of the Board of Directors, Thailand Post Co., Ltd 2011 - Present Director, Government Savings Bank 2010 - Present Director, The Society of Satellite Professional International 2009 - Present Independent director, Khon Kaen Sugar Industry Plc Director, IPSTAR International Pte Ltd. 2007 - Present Member of the Executive Committee, Thaicom Plc. Director, DTC Service Co., Ltd.
2012 - 2013 Director, Thailand Post Company Limited
Communications Council (APSCC) 2007 - 2008 Director, Thaicom Plc.
None
PAGE
40
None
MBA - International Business
May 2013 - Present Executive Vice President, Marketing and Sales – India & Territory 2, Thaicom Plc. Jan 2012 - Apr 2013 Senior Vice President, Marketing and Sales – India & Territory 2, Thaicom Plc. Apr 2011 - Dec 2011 Senior Vice President, Marketing and Sales – India, Thaicom Plc.
None
Bachelor of Communication Art, Chulalongkorn University
CSP: Company Secretary Program Class 48/2012 EDP: TLCA Executive Development Program Class 12/2013
AC preparation for AGMCG Forum 2/2013: Board Monitoring - How to build
the spirit of good Corporate Governance Thailand’s 4th National Conference on Collective Action
Against Corruption
RPT
Mr. Pradeep Unni 3)
Date of Appointment 10 May 2013 Age 44 years
1) None
Jul 2009 - Mar 2011 Vice President – Marketing and Sales – India, Thaicom Plc. 2007 - Jun 2009 Vice President – International Sales, Thaicom Plc.
None
Mrs. Yupapan Chatsirinoppakun
4)
Date of Appointment 1 April 2012 and 12 November 2012, respectively Age 50 years
1) None
2012 - Present Company Secretary, Thaicom Plc
Thaicom Plc. 1989 - 2012 Secretary to Chairman of the Executive Committee, Thaicom Plc.
None
1) Includes shareholding by spouse and minor children 2) Authorized Director 3) 4)
PAGE
41A R 2 0 1 3 / 2 5 5 6
Directors and ManagementsHolding
Company Company
1. Mr. Paron Israsena Na Ayudhya - X - - - - - 2. Prof. Hiran Radeesri - / - - - - - 3. Mrs. Charintorn Vongspootorn - / - - - - - 4. Assoc.Prof. Samrieng Mekkriengkrai - / - - - - - 5. Mr. Somprasong Boonyachai /, // / - - - - - 6. Mr. Yong Lum Sung - / , // - - - - - 7. Mrs. Suphajee Suthumpun** // / , // / - - / / 8. Mr. Anek Pana-apichon - / , // - - - - - 9. Dr. Nongluck Phinainitisart** - // - - - / - 10. Mr. Paiboon Panuwattanawong** - // / / / / / 11. Mr. Vuthi Asvasermcharoen** - - / / / / / 12. Mr. Pradeep Unni** - - - - - - - 13. Mr. Mark D. Thompson - - / - - - - 14. Mr. William L. Snell - - - - - - - 15. Mr. York Shin Lim Voonkee - - - - - - / 16. Mr. Tommy Lo Seen Chong - - - - - - / 17. Mr. Ly Sam An - - - - - - - 18. Mr. Pal Vudhica - - - - - - - 19. Ms. Le May Phoeung - - - - - - -
21. Mr. Sio Tat Hiang - - - - - - - 22. Mr. Stephen Geoffrey Miller - - - - - - - 23. Mrs. Naengnoi Na Ranong - - - - - - - 24. Mr. Chutidej Printhitipa - - - - - - - 25. Mr. Alvin Oei Yew Kiong - - - - - - - 26. Mr. Kek Soon Eng - - - - - - - 27. Mr. Teh Kwang Hwee - - - - - / - 28. Mr. Takehiko Fukuoka - - - - - - - 29. Dr. Supoj Chinveerapan - - - / / - - 30. Mr. Jiroj Srinamwong - - - - - - - 31. Mr. Komson Seripapong - - - - - - - 32. Mr. Ekachai Phakdurong - - - - - - - 33. Mr. Salil Charuchinda - - - - - - - 34. Mr. Patompob Suwansiri - - - - - - - 35. Mr. Pramote Boonnumsuk - - - - - - - 36. Mrs. Pannee Nivasnanda - - - - - - -
X = Chairman / = Director // = Executive Director
2) IPJ registered the Company under Japan laws as of 12 April 2013
Company Names CDN Cambodian DTV Network Limited IPG IPSTAR Global Services Limited CSL CS Loxinfo Public Company Limited IPN IPSTAR New Zealand Limited DTV DTV Services Company Limited IPSTAR IPSTAR Company Limited INTUCH Shin Corporation Public Company Limited IPJ IPSTAR Japan Limited IPA IPSTAR Australia Pty Limited LTC Lao Telecommunications Company Limited IPI IPSTAR International Pte Limited MFONE Mfone Company Limited
Information of Directors and Management of Subsidiaries, Associated and Related Companies
PAGE
42
as of 31 December 2013
Subsidiaries (Direct and Indirect) Joint Venture (Direct and Indirect)
2)
- - - - - - - - - -- - - - - - - - - -- - - - - - - - - -- - - - - - - - - -- - - - - - - - - -- - - - - - - - - -/ - - - / X , // X - /, // /- - - - - - - - - -- - - - / - - / - -/ / - - - - - / - -/ - - / / / , // / / / /- - - - - - - - - -/ / - - - - - - - -/ / - - - - - - - -- - - - - - - - - -- - - - - - - - - -- - - - - - / - - -- - - - - - / - - -- - - - - - / - - -
- - - - - / - - - -- - - - - / - - - -- - - - - / - - - -- - - - - / - - - -- - - - - // / - - -- - - - - - / - - -- - - - - - - - - -- - - - - - - / - -- - - - - - - - - -- - - / - - - - - -- - - / - - - - - -- - - - / - - - - -- - / - / - - - - -- - / - - - - - - -- - / - - - - - - -- - / - - - - - - -
SHEN Shenington Investments Pte Limited SPACE Spacecode LLC STAR Star Nucleus Company Limited TCB TC Broadcasting Company Limited THCOM Thaicom Public Company Limited
PAGE
43A R 2 0 1 3 / 2 5 5 6
Directors’ Shareholding in the Company and its subsidiaries of the Year 2013
Directors / PositionOrdinary Shares1) Ordinary Shares Ordinary Shares Ordinary Shares
THAICOM Plc.
2013 2012 2013 2012 2013 2012 2013 2012
DTV Service Co., Ltd.
Shenington Investments
Pte ltd.
IPSTARCo., Ltd.
1)
Mr. Paron Israsena - - - - - - - -
Chairman of the Board of Directors and Independent Director
Prof. Hiran Radeesri - - - - - - - -
Independent Director and Chairman of the Audit Committee
Mrs. Charintorn Vongspootorn - - - - - - - -
Independent Director and Member of the Audit Committee
Assoc.Prof. Samrieng Mekkriengkrai - - - - - - - -
Independent Director and Member of the Audit Committee
Mr. Somprasong Boonyachai - - - - - - - -
Director
Mr. Yong Lum Sung - - - - - - - -
Director
Mrs. Suphajee Suthumpun - - 2 2 - - - -
Director
Mr. Anek Pana-apichon - - - - - - - -
Director
PAGE
44
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Star Nucleus Co., Ltd.
SpacecodeLLC
IPSTAR International
Pte ltd.
IPSTAR Global Services Ltd.
IPSTAR Australia Pty
Ltd.
IPSTAR New Zealand Ltd.
IPSTAR Japan Ltd.
TC Broadcasting Co., Ltd.
- - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - -
PAGE
45A R 2 0 1 3 / 2 5 5 6
Major Shareholders
SHIN CORPORATION PUBLIC COMPANY LIMITED
450,870,934
THAI NVDR COMPANY LIMITED
92,595,088
HSBC (SINGAPORE) NOMINEES PTE LTD
32,539,600
MR. WICHAI MITSUNTISUK
24,956,900
ELECTRICITY GENERATING AUTHORITY OF THAILAND REGISTEREDPROVIDENT FUND BY UOB ASSET MANAGEMENT (THAILAND) CO., LTD22,803,000
THAI VALUE FOCUS EQUITY-DIVIDEND FUND
15,526,000
MRS. NONTAYA APITNOTHAI
9,336,500
MR. NARIT JIA-ARPA
8,488,800
SOMER (U.K.) LIMITED
8,129,000
PROVINCIAL ELECTRICITY AUTHORITY REGISTERED PROVIDENT
FUND BY ING FUNDS (THAILAND) CO., LTD
7,707,400
1
23456789
1061.40%
%
TOTAL 672,953,222
Source: Major shareholders as at the latest register book closing date of 11 October 2013 prepared by Thailand Securities Depository Company Limited.
41.14
8.45
2.97
2.28
2.08
1.42
0.85
0.77
0.74
0.70
PAGE
46
Thaicom Public Company Limited held by Shin Corporation Public Company Limited in the amount of 450,870,934 shares, or 41.14% of the Company’s paid-up capital (as of 31 December 2013). Major shareholder of Shin Corporation Public Company Limited is as follow:
1)
Name
ASPEN HOLDING LTD. 1,334,354,8251) 41.62
Percentage(%)
No. of Shares
PAGE
47A R 2 0 1 3 / 2 5 5 6
Investment Structure of INTOUCH Group
Local WirelessTelecommunications
Satellite and International Businesses
Advanced Info Service Plc2)
40.45%Thaicom Plc2)
41.14%
Advanced Wireless Network Co., Ltd.99.99%
Wireless Device Supply Co., Ltd.99.99%
Advanced Contact C enter Co., Ltd .99.99%
Advanced MPAY Co., Ltd.99.99%
Advanced Magic Card Co., Ltd.99.99%
AIN GlobalComm Co., Ltd.99.99%
Super Broadband Network Co., Ltd.99.99%
MIMO Tech Co., Ltd.99.99%
Fax Lite Co., Ltd.99.97%
Advanced Internet Revolution Co., Ltd.99.99%
Advanced Broadband Network Co., L td.99.97%
Digital Phone Co., Ltd .98.55%
Clearing House for NumberPortability Co., Ltd.
20.00%
Bridge Mobile Pte. Ltd.10.00%
Satellite servicesIPSTAR Co., Ltd .
99.96%
IPSTAR New Zealand Ltd.100%
IPSTAR International Pte. Ltd.100%
IPSTAR Global Services Co., Ltd.100%
IPSTAR Japan Co., Ltd.100%
Star Nucleus Co., Ltd.100%
Spacecode LLC70.00%
TC Broadcasting Co., Ltd.99.99%
Telephone services abroadShenington Investments Pte Ltd. 1)
51.00%
Lao Telecommunications Co., Ltd.49.00%
as of 31 December 2013
Advanced DatanetworkCommunications Co., Ltd.
51.00%
Shin Corporation Plc1), 2)
IPSTAR Australia Pty Ltd.100%
Orion SatelliteSystems Pty Ltd.
100%
PAGE
48
Other BusinessesVenture Capital Others
1) Holding Company2) Listed Company on the Stock Exchange of Thailand3) On 4 June 2009, the securities transferred to Non-Performing Group-NPG and SET announced that ITV was in NPG-stage 1 on 10 March 2011, NPG-stage 2 on 12 March 2012 and NPG-stage 3 on 12 March 2013.
Internet and media services
DTV Service Co., Ltd.99.99%
CS Loxinfo Plc 2)
42.07%
Teleinfo Media Plc99.99%
AD Venture Plc99.99%
Cambodian DTV Network Ltd.100%
Meditech Solution Co. , Ltd.30.00%
Ookbee Co., Ltd.25.03%
Computerlogy Co., Ltd.25.01%
Matchbox Co., Ltd.99.96%
I.T. Applications and Services Co., Ltd.
99.99%
Intouch Media Co., Ltd.99.99%
Touch TV Co., Ltd.99.99%
ITV Plc 2), 3)
52.92%
Artware Media Co., Ltd.99.99%
PAGE
49A R 2 0 1 3 / 2 5 5 6
General Information of the Company, Subsidiaries and Associated Companies
Information of the Company
Company’s Name : Thaicom Public Company Limited
Symbol : THCOM
Type of Business : - Satellite Transponder Leasing and Related Services
- Telephone Services abroad
- Internet and Media Services
Company’s Registration Number : 0107536000897 (formerly number Bor Mor Jor. 163)
Company’s Website : www.thaicom.net
Phaya Thai District, Bangkok 10400
Registered Capital : Baht 5,483,097,700.00 as of 31 December 2013
Paid-Up Capital : Baht 5,479,687,700.00 as of 31 December 2013
Par Value : Baht 5 per share
Telephone Number : (66) 2596 5060
Fax : (66) 2591 0705
PAGE
50
Information of subsidiaries in which the Company held more than 10% of the fully paid-up capital
Percentage of Shares Held (%)
99.96
100
100
100
100
100
The Company’s Capital InformationType of BusinessSubsidiaries’ Information
IPSTAR Company Limited (IPSTAR)Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands
IPSTAR New Zealand Limited (IPN)P.O. BOX 305, 356, Triton Plaza, Abany, Auckland, New ZealandTel (649) 414 5920Fax (649) 414 5922
IPSTAR Australia Pty Limited (IPA)5 George Place, Artarmon, NSW 2064, AustraliaTel (612) 8458 0500Fax (612) 8006 5592
Orion Satellite Systems Pty Limited (OSS) 2)
(subsidiary company, its shares held by IPA) Level 2, 231 Adelaide Terrace,Perth, WA 6000, AustraliaTel (61) 8 9225 7800Fax (61) 8 9225 7811
IPSTAR International Pte Limited (IPI)8 Marina Boulevard #05-02, Marina Bay Financial Centre, Singapore 018981Tel (65) 6338 1888Fax (65) 6337 5100
IPSTAR Global Services Limited (IPG)Intercontinental Trust Limited, Suite 802,St. James Court, St. Denis Street, Port Louis, MauritiusTel (230) 213 9800Fax (230) 210 9168
Resell bandwidth of Thaicom 4 (IPSTAR) satellite
Sale of user terminal of Thaicom 4 and providing Thaicom 4 (IPSTAR) transponder services in New Zealand
Sale of user terminal of Thaicom 4 and providing Thaicom 4 (IPSTAR) transponder services in Australia
Provision of satellite communication services and business solutions
Resell bandwidth of Thaicom 4 (IPSTAR) satellite
Resell bandwidth of Thaicom 4 (IPSTAR) satellite
Registered Capital:200,000,000 sharesPaid-Up Capital: USD 2 million Par Value: USD 0.01
Registered Capital:8,514,133 sharesPaid-Up Capital:NZD 8.51 millionPar Value: NZD 1 per share
Registered Capital:6,950,000 sharesPaid-Up Capital:AUD 6.95 millionPar Value: AUD 1 per share
Registered Capital:13,374,572 sharesPaid-Up Capital:AUD 13.37 million
Registered Capital: 20,000 sharesPaid-Up Capital: SGD 20,000Par Value: SGD 1
Registered Capital:20,000 sharesPaid-Up Capital: USD 20,000Par Value: USD 1
PAGE
51A R 2 0 1 3 / 2 5 5 6
100
100
70
99.99
51
49
IPSTAR Japan Company Limited (IPJ) 1)
1231-1 Hio, Oganomachi, Chichibu-gun,Saitama, Japan
Star Nucleus Company Limited (STAR)Trident Chambers, P.O. Box 146, Road Town, Tortolar, British Virgin Islands
Spacecode LLC8695 Zumwalt Road, Monmouth, OR 97365 USA
TC Broadcasting Company Limited (TCB)414 Phaholyothin Road, Samsen Nai Sub-District, Phaya Thai District, Bangkok Tel (66) 2596 5060
Shenington Investments Pte Limited (SHEN)(jointly-controlled entity with shares helding Thaicom) 8 Marina Boulevard #05-02, Marina Bay Financial Centre, Singapore 018981Tel (65) 6338 1888Fax (65) 6337 5100
Lao Telecommunications CompanyLimited (LTC)(jointly-controlled entity its shares held by SHEN) Lanexang Avenue 0100, Vientiane, Lao People’s Democratic RepublicTel (856) 2121 6465-6Fax (856) 2121 9690
Sale of user terminal of Thaicom 4 and providing Thaicom 4 (IPSTAR) transponder services in Japan
Providing broadband technological services via Thaicom 4 (IPSATR) satellite
Providing engineering and development services, technology and electronics
Providing broadcasting,television and telecommunication
Holding company for investment in international telecommunications
phone, public phone, public international facilities and Internet services
Registered Capital:10,000 sharesPaid-Up Capital: JPY 100 milionPar Value: JPY 10,000 per share
Registered Capital:50,000 sharesPaid-Up Capital: USD 10 Par Value: USD 1
Paid-Up Capital:USD 4.29 million
Registered Capital:10,000 sharesPaid-Up Capital: Baht 0.25 millionPar Value: Baht 10 per share
Registered Capital:14,658,000 sharesPaid-Up Capital:SGD 14.66 millionPar Value: SGD 1
Registered Capital:96,840,000 sharesPaid-Up Capital:USD 96.84 millionPar Value: USD 1
Percentage of Shares Held (%)
The Company’s Capital InformationType of BusinessSubsidiaries’ Information
PAGE
52
99.99
100
42.07
99.99
99.99
1)
2)
DTV Service Company Limited (DTV)414 Phaholyothin Road, Samsen Nai Sub-District, Phaya Thai District, BangkokTel (662) 950 5005Fax (662) 591 0708
Cambodia DTV Network Limited (CDN)9A, Street 271, Tomnup Teuk, Chamkar Mon, Phnom Penh, Kingdom of CambodiaTel (855) 023 305 990Fax (855) 023 994 669
CS LoxInfo Public Company Limited (CSL)(associate company, its shares held by DTV)414 Phaholyothin Road, Samsen Nai Sub-District, Phaya Thai District, Bangkok Tel (66) 2263 8000Fax (66) 2263 8132
AD Venture Public Company Limited (ADV)(subsidiary company, its shares held by CSL)414 Phaholyothin Road, Samsen Nai Sub-District, Phaya Thai District, BangkokTel (66) 2262 8888Fax (66) 2262 8899
Teleinfo Media Public Company Limited (TMC)(subsidiary company, its shares held by CSL)414 Phaholyothin Road, Samsen Nai Sub-District,Phaya Thai District, Bangkok Tel (66) 2262 8888Fax (66) 2262 8899
Providing system integration consultancy service for broadband network, broadband content service, and DTV satellite dish sales service, and to operate internet access servic
Satellite Receiver Sale of Sets and providing Satellite Television Platform Service in Cambodia
Providing internet data centre service, internet and satellite uplink-downlink services for communication
Content provider through mobile phone and community portal services, and other business relating to internet businesses
Provide advertising platform through Print, Website, PC, Mobile for individual and business users
Registered Capital:39,879,147 shares Paid-Up Capital: Baht 398.79 millonPar Value: Baht 10 per share
Registered Capital:1,000 sharesPaid-Up Capital: Riels 2,400 million (equivalent to USD 600,000)Par Value: Riels 2,400,000 per share
Registered Capital:597,009,143 sharesPaid-Up Capital: Baht 148,628,692.25Par Value: Baht 0.25 per share
Registered Capital:1,074,813 sharesPaid-Up Capital:Baht 10.75 million Par Value: Baht 10 per share
Registered Capital:15,654,400 sharesPaid-Up Capital:Baht 156.54 millionPar Value: Baht 10 per share
Percentage of Shares Held (%)
The Company’s Capital InformationType of BusinessSubsidiaries’ Information
PAGE
53A R 2 0 1 3 / 2 5 5 6
Established on 7 November 1991 by Shin Corporation Plc. (INTOUCH), the Company was granted a 30-year Domestic Communication Satellite Operating Agree-ment by the Ministry of Transport and Communications (currently transferred to the Ministry of Information and Communication Technology (“MICT”). The Agreement expires in 2021. The Company has the right to build, launch and operate satellites with a requirement that the Company pay the Ministry of Information and Communication Technology an agreed percentage of the Company’s annual gross revenue earned from the transponder business, or a minimum remuneration, whichever is higher. Under the Agreement, the Company must transfer ownership of the satellites, satellite control station, and all related operational equipment once the construction and installations are complete, to the MICT.
Milestones
On 17 December 1991, His Majesty King Bhumibol
of the Company’s satellites, namely ‘THAICOM’. This name is symbolic of the linkage between Thailand and modern communications technology.
Since its inception, THAICOM has launched 6 satellites, THAICOM’s 1, 2 and 3 (now all de-orbited), THAICOM 4 also known as IPSTAR, THAICOM 5, and most recently, THAICOM 6 which was launched on 6 January, 2014. In addition to its main earth control station, the Company has also built high-quality satellite service facilities in Pathumthani province. This teleport and DTH centre, one of the largest in Asia, has been ISO9001:2000
In 1997, the Company expanded its business operations to include internet services, while telephone services and DTV satellite television dish sales operations were added in 2000 and 2007 respectively.
The Company became a listed company on the Stock
traded under the symbol “THCOM”. As of 31 December 2013, Shin Corporation Plc., (INTOUCH), which is the Company’s major shareholder, holds 41.14% of the Company’s shares.
General Background
PAGE
54
The Company acquired an additional 40,000 ordinary shares in IPSTAR at USD 1 per share, an equivalent of 0.02% of the paid-up share capital of IPSTAR, at a total price of USD 40,000. As a result of this acquisition, the company has a 99.96% interest in IPSTAR
DTV Service Co., Ltd. sold all its shares in NTU (106,220 shares, or 88.52%), for the sum of Baht 0.15 million.
The Company acquired an additional 30% interest in Star Nucleus Co., Ltd. (STAR) for USD 3, increasing its ownership from 70% to 100%.
1
Major Developments 2011-2013*
2011
2012
2013
On 23 February 2012, the Company acquired 6.95 million ordinary shares of IPSTAR Australia Pty Limited (IPA) from iPSTAR Co., Ltd., an equivalent of 100% of registered share capital of IPA, at the price of USD 4.6 per share, totaling of USD 31.97 million. This acquisition has no impact
indirect subsidiary to a direct subsidiary of the Company.
The National Broadcast, Television and Telecommunication Commission (NBTC) awarded THAICOM a 20-year Type III1 be operated under a licence.
The Company’s Board of Directors approved the incorporation of TC Broadcasting Company Limited (TCBC). The registered capital of TCBC is Bath 1,000,000 divided into 100,000 ordinary shares with a par value of Baht 10 per share. The paid up capital of TCBC is Baht 250,000. The Company holds 99,995 shares, equivalent to a 99.99% shareholding.
The Company announced that it had reached a Framework Agreement with China Telecom Satellite (CTS) and Synertone Communication Corporation (Synertone) to proceed with the sale of IPSTAR Bandwidth in China. Under the Framework Agreement, THAICOM will sell all IPSTAR capacity available for China to Synertone, and will also be entitled to revenue sharing from bandwidth sales by Synertone in China. In addition, THAICOM will also take an equity stake in Synertone to strengthen the business partnership in the Chinese market.
PAGE
55A R 2 0 1 3 / 2 5 5 6
services in Japan. After several months of systems testing, Japan’s UQ Communications installed WIMAX Base Stations using backhaul via the IPSTAR broadband satellite and is offering a commercial WIMAX service in several areas of Japan as one cost-effective method of extending coverage to underserved areas
TOT Public Company Limited extended its contract period with THCOM for another 8 years (2013-
in Thailand and to support the public services for government projects across the country. TOT is still the sole provider of IPSTAR capacity in Thailand
THAICOM procured an interim satellite to provide services at the 78.5 degrees East orbital slot ahead
interim broadcasting capacity to customers. The interim satellite began service in August 2013
THAICOM entered into a Cooperation Framework Agreement with Gilat Satellite Networks Limited, the global leader in satellite networking technology from Israel, to provide integrated platform
the system best suits customers. This cooperation is another step in THAICOM’s Open Access
serve their requirements.
The Company’s Board of Directors approved the establishment of IPSTAR Japan Company Limited (IPJ). The registered capital of IPJ is JPY100,000,000, divided into 10,000 ordinary shares valued at JPY10,000 per share, and fully paid up. The Company holds 10,000 shares, equivalent to a 100% shareholding.
The Company was recognized by FinanceAsia, a well-respected Finance and Investment magazine in Asia, as “An Outstanding Thai Company of the Year” in three categories: Best Mid-Cap (#1), Best CEO (#1), and Best CSR (#6). The survey results were based on the response of top analysts and investors throughout Asia. The report of these rankings was published in FinanceAsia magazine’s June Issue
The Company received a perfect score of 100 on the AGM Checklist 2013 from the AGM Assessment Program for Listed Companies for the year 2013 by the Thai Investor Association
The Board of Directors approved THAICOM’s Anti-Corruption and Bribery Policy, and also signalled its intent to join “Thailand’s Private Sector Collective Action Coalition Against Corruption” (Collective Anti-Corruption: CAC), an organization which coordinates with the private sector on the development and implementation of an Anti-Corruption framework and foster participation and cooperation with civil society, the media, and international organizations to foster cleaner business practices.
PAGE
56
The Company received a score of “Excellent” in the Corporate Governance Report of Thai Listed Companies for the year 2013 (CGR 2013) published by the Thai Institute of Directors (IOD).
THAICOM signed an MOU with Kasetsart University to collaborate on satellite communication technology research and development under the “SATCOM On The Move” Project, which is a joint research and satellite communications technologies development project based on a partnership between students, researchers and THAICOM staff.
The Company was awarded the “Board of the Year Award” for the year 2013 in the “Board of the Year for Distinctive Practices” category by the Thai Institute of Directors (IOD). The award honours boards of directors that perform their duties effectively in accordance with “Very Good” practices.
IPSTAR started THAICOM 4 (IPSTAR) services in the People’s Republic of China, after all parties to
The Company was shortlisted as one of 5 nominees in the Best Investor Relations category for the SET AWARDS 2013. The Company was recognized with an “Outstanding Investor Relations Award” for a company with a market capitalization of between Baht 20-50 billion.
On 29 November 2013, the Company acquired additional shares in IPSTAR New Zealand Company Limited (IPN) from IPSTAR Company Limited (IPSTAR) at the par value of NZD 1 per share. As a result of this acquisition, the Company now holds a total of 8,514,133 shares in IPN, or 100%.
2014
On 6 January 2014, the Company successfully launched its THAICOM 6 satellite into orbit. The satellite has a service life expectancy of around 15 years. The THAICOM 6 satellite consists of 8 Ku-band transponders which provide service coverage of Thailand and Indo-China, and 18 C-band transponders which provide service coverage of Southeast Asia and Africa.
half of the year 2014 during 1 January - 30 June. The Company is one of the new components of the SET50 Index as well.
On 7 February 2014 IPSTAR Australia Pty Company Limited (IPA), the Company’s subsidiary had acquired ordinary shares of Orion Satellite Systems Pty Ltd. (OSS) from Orion Satellite Investments Ltd. in the amount of 5.96 shares for a total price of AUD5.96 million. As a result of this transaction, IPA held OSS shares at a ratio of 100% of OSS’s registered capital.
PAGE
57A R 2 0 1 3 / 2 5 5 6
THAICOM Public Company Limited’s business operations can be divided into four different main sectors as follows: satellite transponder leasing and related services, overseas telephone services, internet and media services, and telephone directory publishing. Investment in all these businesses is considered long-term. The investment decision is based mainly on the fundamentals of the
Nature of Business and Income Structure
business to be invested in, including future business trends. The Company’s investment policy is to be the major shareholder in its investments (whenever possible). The aim is to have overall management authority and to set the business direction of its subsidiaries and associated companies.
1. Satellite Transponder Leasing and Relating ServicesThe Company has a 30-year agreement for the opera-tion of Domestic Communication Satellite with the Ministry of Information and Communication Technology (MICT), expiring in 2021, to operate the national satellite communications project. Since its inception, the Company has launched the THAICOM 1A, THAICOM 2, THAICOM 3, THAICOM 4 (IPSTAR), THAICOM 5, and THAICOM 6 satellites.
The Company was also granted licenses from The National Broadcasting and Telecommunications Commission (NBTC) as follows:
A 5-year Type One(1) telecom services licence, valid from 16 August 2011 to 15 August 2016.
A 20-year Type Three(2) telecom services licence, valid from 26 June 2012 to 25 June 2032.
PAGE
58
IPSTAR Company Limited Resell THAICOM 4(IPSTAR) satellite bandwidth
Spacecode LLC Provides engineering and development services, technology and electronics
IPSTAR International Pte Limited Resell THAICOM 4 (IPSTAR) satellite bandwidth
IPSTAR Australia Pty Limited Provide IPSTAR services in Australia
IPSTAR New Zealand Limited Provide IPSTAR services in New Zealand
Star Nucleus Company Limited Provides engineering and development services, technology and electronics
IPSTAR Global Services Company Limited Resell THAICOM 4(IPSTAR) satellite bandwidth
TC Broadcasting Company Limited Provide broadcasting, television and telecommunication services
under a 15-year license granted by the NBTC, from 4 March 2013
to 3 March 2028.
IPSTAR Japan Ltd.1) Provide IPSTAR services in Japan
Orion Satellite Systems Pty Limited (oss) 2) Provide of satellite communication services and business solutions
CS Loxinfo Public Company Limited Provide satellite uplink-downlink services with a concession from
the Communications Authority of Thailand (CAT) (At present it is
CAT Telecom Public Company Limited), granting it an exclusive
license to provide television transponder services via satellite
and internet via satellite for 22 years, expiring in 2016.
The Company established subsidiaries, associates, and joint ventures to operate and provide satellite and related services as per the following:
2. Telephone ServicesThe Company is a provider of telephone services through an investment in Shenington Investments Pte Ltd. (Shen), which is a holding company. Its main objective is to invest in international telecommunications.
Lao Telecommunications Company Limited A joint venture company with the Government of the Lao People’s Democratic Republic, this company has a 25-year licence, expiring in 2021, to provide cellular
roaming, inter national telecom (i.e. VoIP), and value added services for mobile telephones.
PAGE
59A R 2 0 1 3 / 2 5 5 6
3. Internet and Media ServicesThe Company is a provider of internet and media services through its subsidiaries, associated companies, and joint venture companies as described below:
DTV Service Company Ltd. Provides system integration consultancy service for broadband networks,
(formerly, Shin Broadband (Thailand) broadband content, and DTV satellite dish sales. DTV was granted a 5-year
Company Limited) Internet type 1 internet access services(3) licence by the NBTC. The licence
expires on 17 October, 2014.
The company was also granted a 15-year network service (4) license valid from
21 January 2013 to 20 January 2028, and
A 1-year Channel Operator(5) licence valid from 28 January 2013 to 27
January 2014; however, DTV has already submitted an application to
request an extension of the licence. Extensions are granted in 2-year lots.
Cambodian DTV Network Ltd. Sale of complete Satellite Receiver Sets and provision of Satellite Television
Platform Service in Cambodia
PAGE
60
4. Telephone Directories and Classifieds Publishing Services
Lao Telecommunications Company Limited Provides Internet services in Lao People’s Democratic Republic.
CS LoxInfo Public Company Limited The Company was granted a licence by the NBTC to provide
commercial internet service and access services via landline and
satellites. (For more information, please see CSL’s Annual Registration
Statements (Form 56-1) for the year 2013, available for download at
www.sec.or.th)
AD Venture Public Company Limited Provides mobile content and web portal services and develops programs
for use on websites
Teleinfo Media Public Co., Ltd. (TMC) Provides media services for business through the Yellow Pages Telephone Directory and other media services; telephone
information, Online Yellow Pages, and other web-based services
Remark
PAGE
61A R 2 0 1 3 / 2 5 5 6
Revenue Structure
Revenue structure of the Company and its subsidiaries for the year ended of 2011-2013 are as follows:Unit: Million Baht
Unit: Million Baht
Satellite and - THAICOM - 5,738 76.05 6,309 78.96 6,964 83.62 Related Services - TC Broadcasting - IPSTAR Group
Internet and - DTV Service 99.99 368 4.88 292 3.65 204 2.45 Media Services - Cambodian DTV 100.00 Network
Telephone Services - Shenington 51.00 576 7.63 697 8.72 825 9.91 Investments Group
Segment elimination (58) (0.77) (32) 0.39 (97) (1.16)
Net foreign exchange gain - - 20 0.25 - -
Other revenues 150 1.99 106 1.33 196 2.35
Total revenue from Continuing operations 6,915 91.65 7,556 94.57 8,287 99.51
Revenue from Discontinued operation* 630 8.35 434 5.43 41 0.49
Total revenue (After Discontinued operation) 7,545 100.00 7,990 100.00 8,328 100.00
Sales and services revenues by geography for the years 2011 – 2013:
Thailand 2,656 3,072 3,552Lao People’s Democratic Republic 616 753 894Australia 1,088 1,082 1,187China 15 16 71India 304 317 346Japan 877 833 715Others 1,068 1,193 1,132Total Continuing Operations 6,624 7,266 7,896Discontinued Operation 630 434 41Total 7,254 7,700 7,937
PAGE
62
Nature of Business
Thaicom’s business operations can be divided into the following categories:
1 Satellite Communications and Related Services
(1) Conventional Satellite ServicesTHAICOM offers leasing services of conventional satellite transponders. Transponders serve as a relay on communication satellites for signals received from an earth station (transmitting station). The signals are
on-ground receivers anywhere within the satellite’s footprint. The process allows telecommunications operators,
the satellite’s nationwide and cross-regional coverage.
In 2013, THAICOM operated 2 conventional satellites at the 78.5 degrees East orbital slot. THAICOM 5 and an interim satellite for THAICOM 6 offer end-to-end satellite solutions to both Thai and foreign customers. The THAICOM 6 satellite was successfully launched on
and THAICOM 6 satellites are as follows:
C-Band
Ku-Band
Manufacturer (Country)
Model
Life Expectancy
Launch Year
Regional Beam: 18 transponders Coverage Areas: Thailand, Indochina and South Asia
Global Beam: 7 transponders Coverage Areas: Africa, Europe, Asia and Australia
Spot Beam: 7 transponders Coverage Areas: Thailand and Indochina
Switchable Beam (Spot or Steerable): 4 transponders Coverage Areas: Thailand and Indochina
Steerable Beam: 3 transponders Coverage Areas: Thailand and Indochina
Aerospatiale (France)
Spacebus 3000
Approximately 14 years
2006
Southeast Asia Beam: 12 transponders Coverage Areas: Thailand and Southeast Asia
Africa Beam: 6 transponders Coverage Areas: Africa
Southeast Asia (Mainland) Beam: 8 transponders Coverage Areas: Thailand, Laos, Cambodia, and Myanmar.
Orbital Sciences Corporation (USA)
Star 2.3
Approximately 15 years
2014
PAGE
63A R 2 0 1 3 / 2 5 5 6
Number of Transponders (Channel)*C-Band 24 24 37Ku-Band 14 14 20
Consumption Rate (%)C-Band 98% 98% 90%Ku-Band 100% 100% 100%
Number of Transponders and Consumption Rate of THAICOM Satellites
(As of 31 December 2013)
** Includes the transponders on the interim satellite colocated
The new satellite THAICOM 6 is co-located with THAICOM 5 at 78.5 degrees East, the Company’s prime orbital slot for broadcast services. In addition to Asia, THAICOM 6 will provide broadcasters and telecom operators in Africa with a full range of end-to-end satellite communication services via its high-power C-band beam dedicated to Africa under the name AFRICOM 1.
from two to three satellites, and will be launched in 2014. -
bility to provide services to meet increasing demand in
East orbital slot and will have a maximum of 14 high-power C-band transponders serving Asia and Australia. It
under the 20-year licence from the National Broadcasting and Telecommunications Commission (NBTC).
A satellite station is the operations center for satellite control – i.e. telemetry, tracking, command and monitoring. The station monitors the overall satellite performance,
frequency interference, and controls the satellites’ operations.
PAGE
64
Teleport and DTH CenterA teleport or telecommunications port is a centralized location that provides access to advanced bandwidth services with a comprehensive range of broadcasting
-
one-stop or turnkey service for broadcasting customers
downlink services.
Conventional Satellite Market SegmentsBroadcast
THAICOM’s video broadcasting services include:
Direct-To-Home (DTH)-
mission services via the satellite directly to residential homes. Digital compression reduces the video trans-mission cost for broadcasters while the high-power
to use small antennas.
Channel Distribution
programs to cable providers or signal repeaters located
ideal for transmitting contents to cable systems across
and Australia – providing broadcasters with extensive audience reach in key markets.
Global Digital Television
C-band and Ku-band capacities from other satellites for
for broadcasting ethnic language programs globally.
television channels can potentially reach viewers in
Satellite News Gathering (SNG)
in real-time.
2) Telecommunication
provides an effective medium for high speed links to
PAGE
65A R 2 0 1 3 / 2 5 5 6
o
capacity than conventional satellites
Source: THAICOM Plc.
Specifications Details
(2) Broadband Satellite Services
THAICOM 4 (IPSTAR) Satellite
user terminals.
-
service providers.
IPSTAR Ground System
terminal.
variety of applications to enable broadband communi-
-
centers around a new generation of satellite signal
antenna components aim to be more cost-effective
the 4th -mately half the size of its predecessor.
PAGE
66
strategy to allow gateways and user terminals of other -
Broadband (IPSTAR) Satellite Market Segments
Telco Backhaul
for mobile network operators to deliver voice and data services to areas with limited access to telecommunica-tion infrastructure. With extensive use in backhaul for
most cost effective solution for telecom operators in
now proven itself both technologically and business--
for mobile and small-cell backhaul in the region.
satellite can also be used to provide e-education and
and broadband internet access can also be offered. An example of the communications solutions made
particularly in remote areas where access to terrestrial networks is limited or non-existent.
Mobility
in recent years and this growth is expected to continue.
services which are designed for providing high-speed and real-time on-the-move communications across a
-
-
PAGE
67A R 2 0 1 3 / 2 5 5 6
preferences of these airlines and the passengers they
will expand our horizon in supporting evolving com-munication needs and our entry into a new target
-tions
the management of humanitarian aid and emergency response operations in any disaster event. But when
has proved time and again that it is the ideal satellite platform as a backup for terrestrial networks in disaster
product and solution portfolio is designed to meet the
in putting communication networks back on line in the
has served as the broadband communication backup
telecom operators with communication services that the damaged terrestrial networks could no longer provide.
-
th
of which will be retail broadband consumers.
-
(3) System Integration, Engineering Consul-tancy and Training Services
With over 20 years of experience and expertise in
-
PAGE
68
renowned for its success in constructing satellite earth stations and teleports in the region by using state of the art technology.
Marketing and Competitiveness
(1) Conventional Satellite Industry OutlookBroadcast services will remain the key growth driver for global C-Band and Ku-Band transponders demand
will score the biggest Ku-Band demand gains while the Video Distribution market will continue to dominate the demand for C-Band transponders.
has been a shortage of satellite capacity in the Asia
Ku-band transponders has resulted in an increase in market prices. Broadcasting remains very strong in the
to see sustained growth the in demand for pay-tv
demand for C-Band and Ku-Band transponders in Asia
additional demand for conventional satellite services.
key drivers for satellite services in Africa are growing
and enterprise and government services.
become an important market segment due to the trend of African content localization; bandwidth utilization
the continent.
-
provided by satellite is being driven as a result of the rapid roll-out by mobile operators of coverage to secondary urban and rural areas beyond the reach of
Competition In the Conventional Sattellite Industry
PAGE
69A R 2 0 1 3 / 2 5 5 6
exception of satellites with global footprints that cover many regions.
effect from the competition will be minimized due to
customers and the selective neighborhood channels
the continent has the lowest telecommunication
from competition will be minimized through coopera-tion with strategic partners and expansion of existing customers networks.
Conventional Satellite Strategies in 2014
the high demand for transponders on these satellites and the high number of satellite dishes aimed at the location to receive television broadcasts. Within
households receive their satellite broadcasts from
strong channel neighborhood by broadcasting premium
leverage its strategic partnerships with current partners and customers to expand its market. We will also focus
PAGE
70
on country markets and communications solutions
video distribution.
Broadband Satellite Competition in Asia-Pacific Region
on differentiating itself from these potential com-
Company has maintained good relationships with customers and business partners to ensure customer satisfaction and a win-win cooperation framework.
IPSTAR/Broadband Satellite Strategies in 2014
segment in each country and offer solutions to serve the
also working on providing mobility services for satellite-
and other forms of transport.
-
for satellite connectivity vary greatly from market to
system offering.
operators in several countries have made use of the
of having to change any ground systems and remote
PAGE
71A R 2 0 1 3 / 2 5 5 6
over third party ground systems.
partnership and cooperation agreements with top satellite ground system manufacturers which will allow
interested customers or service providers. With our
Managed Services
satellite networks on a turnkey basis aimed at corporate
is a simple and low-cost solution allowing customers
is most suitable for movie distributors to reliably
the platform assures that theaters perfectly receive
seamless network by utilizing cost-effective satellite broadband technology at each of the customer branch
telecom operators in order to deliver future enterprise
to deliver enterprise grade network services through
(B) Satellite Communication Services and Related Services by CS Loxinfo Public Company Limited
PAGE
72
(C) Voice and TV Broadcast network services without frequency use operated by TC Broad-casting Company Limited
Nature of Products or Services
content from different sources and include content
conditions for channel reception by end-users such as
coverage area for such services including all areas of
Type of Income
Future Service Plan
plan that calls for roll-out of voice and television broad-
PAGE
73A R 2 0 1 3 / 2 5 5 6
Business Privileges and Restrictions
2 Internet Access Services and Related Services
(A) Internet Access Services by CS Loxinfo Public Company Limited
(B) Web-based Internet Software Development and Mobile Information & Entertainment Services by AD Venture Public Company Limited
provides web-based internet software development
(C) Internet Access and Related Services by DTV Service Company (“DTV”)
(1) DTV Satellite Dish Sales
the dish offers viewers an opportunity to view a wide -
Industry Outlook and Competition
price.
2) Broadband and Television Network System Integration Services
utilize satellite communications or internet media
2.1 Broadband Network Services For broadband networks the Company offers network and software services to meet customer demand for network connections to transfer data in different formats for both one-way and two-way
PAGE
74
- Business organizations or govern-
tractual or non-contractual in nature.
2.2 Master Antenna TV Network Service
meet the needs of customers who live in buildings
model.
condominiums or hotels which want to provide an
own building.
Industry Outlook and CompetitionCurrently there are several operators providing broad-
broadband satellite for in-house education and training.
from analogue to digital.
-forms used for broadcasting video or audio content
Industry Outlook and Competition
group with earnings being realized from existing
-able at low cost through other vendors.
of small satellite dishes in both the urban and rural markets to enhance television viewing. At the same
-
-
expand its customer base and customer satisfaction. An
PAGE
75A R 2 0 1 3 / 2 5 5 6
Business Operating Rights and Restrictions
licence by the National
does not materially or severely breach the conditions of
by the National Broadcast-
by the National Broad-
for an additional 2-year period.
(D) Sales of Satellite Receiver Sets and Re-lated Services by Cambodian DTV Network Ltd. (CDN)
satellite television platform services and transponder
products through an established dealer network which
-ment stores.
Industry Outlook and CompetitionCompetition within the Cambodian market is very
pricing and the number of channels each can provide.
as market leader.
(1) Type I Licence means Service Providers who give a service without their own network for telecommunications services which are deemed appropriate to be fully liberalized. (2) The licence to operate voice or TV broadcasts in order to provide voice or TV broadcast network without the use of frequency at the national level.(3) The licences for a Channel Operator include 1) Licence to broadcast D-Life channel via satellite 2) Licence to broadcast HDTV1 Variety channel via satellite 3) Licence to broadcast HDTV2 Movies via satellite, and 4) Licence to broadcast Lao Star channel via satellite
PAGE
76
leasing services for television broadcasting or satel-
satellite broadcasters in Cambodia.
Industry Outlook and CompetitionCDN continues to develop newer platforms to improve
-
provider who provides digital terrestrial broadcasting
system that puts them in a less competitive position within the market.
Future Service PlanCDN will continue to target households located in urban and rural areas. CDN plans to offer more channels
other channels to make the platform more interesting
developing new devices with more capacity and
convenience to expand its market and ensure customer
3 Telephone Business
-
Lao Telecommunications Co., Ltd. (LTC)-
PAGE
77A R 2 0 1 3 / 2 5 5 6
Industry Outlook and Competition
developed and improved extensively over the past
-
-
are allowed to offer half-price promotions on domestic
and cumulatively no more than 90 days in any one
subscribers had to register for using mobile services.
-
are in prepaid system.
PAGE
78
Marketing
greater emphasis on network expansion to ensure
-
team to monitor and control the network. Customer service and call centres exist throughout the country to assist customers and distributors alike. All these
packages tailor-made to customer lifestyles; other acti-vities are aimed at new target groups such as teenagers
and the improvement of internet network services to support corporate customers who need high-speed internet and home internet services through leased
combining these services and by implementing a
rank in market share.
Business Privileges and Restrictions
-
has announced dividend payments to shareholders in
4 Advertising Business via Telephone Directories and Classified Ads.
-
PAGE
79A R 2 0 1 3 / 2 5 5 6
Risk Factors
all risks to the Board of Directors for its consideration
already prepared plans to deal with and mitigate the risks outlined below.
Strategic Risks
1. Competition from other satellite operators and terrestrial network operators
the Company does compete with other satellite
the Company competes with terrestrial and wireless
terrestrial network infrastructures have been estab-
existing customers to the terrestrial network operators
PAGE
80
strategy to offer end-to-end value-added services to
into partnerships with operators of terrestrial and wireless networks to promote satellite services to enhance and backup terrestrial network infrastructures.
2. Risks related to THAICOM 7
a complicated process that involves extensive testing.
use more fuel than estimated to get into the allotted
become partially damaged and not function fully.
A launch delay or launch failure would impact the marketing plan and result in a loss of revenues from the
of a new satellite depends on the complexity and size
months.
and their launch vehicles to ensure that they are ready
and components have redundancy units in case of
will undergo various tests to ensure that it is ready to
protect the investment.
3. Risk related to reservation of satellite orbital slots and permission for additional frequency-And frequency coordination
When the Company has a plan to launch a satellite into
the Company must also include any other relevant
a satellite license to launch the satellite and begin commercial services.
with the National Broadcasting and telecommunication
activities ahead of schedule of the actual satellite
can be realized in advance such as ground infrastruc-ture for future satellites. As a result of such prepara-tions the Company will be able to launch satellites
Operations Risks
1. Service life of satellites
PAGE
81A R 2 0 1 3 / 2 5 5 6
have shorter service lives than expected and the Company cannot launch any replacement satellite in time.
regularly calculates the remaining service lives of our
for a replacement satellite will be drawn up based on
provides a comprehensive training process of at least
procedure and contingency plan in place for any corrective action.
2. In-Orbit failure: Risks originating from damage to the satellite or defects while in the orbit
-
-
satellites are designed to some extent to withstand a
suffering severe damage to the point of complete failure
to minimise the adverse effects to customers in the
include transferring as many customers as possible
with other satellite operators for temporary leasing of transponders until the launch of a replacement
depending on the complexity and size of the satellite.
-
the Agreement for the operation of Domestic Com-
owner of the satellite assets while the Company owns
-pany can immediately make a claim when the satellite
the insurers. After the insurers are in agreement with the
insured value does not cover compensation for the loss
PAGE
82
or terrorism
occurring in the space environment
Financial Risks
Risk from currency exchange rate fluctuations
satellite communications services and international
as any loans it may have that are in foreign currencies.
transactions that the Company performs during normal
and may have an effect in terms of foreign exchange -
risks by controlling the net foreign-currency-dominated
Risks involving changes in laws, rules, regulations and government policies
Risk resulting from allegations of breach of the terms of the Agreement for the Operation of Domestic Communication Satellite
-
PAGE
83A R 2 0 1 3 / 2 5 5 6
shares in this new Company. Due to the necessity for -
-
the matter to the Cabinet for consideration but the
decrease the number of matters to be considered by
-tion has not mention for any further proceed after the
Council had given an opinion that the Agreement for
retained the rights and duties and obligations under
the reduction of the shareholding ratio matter on to
present the matter is under discussion and in progress.
-
and the Company.
the Company performed in strict accordance to its
-
PAGE
84
-
enforced on the Company.
-
the Company responded in writing that the Company has complied with the terms and conditions of the
the Company received insurance proceeds amounting
partial payment for the construction and launch of
ment and utilization of an escrow account to deposit
concerned that the Company might not be acting in compliance with the provision of the Budgetary
of the Coordinating Committee which recommended
in case the Company would like to utilize the said -
Company should comply with the recommendation
the Company responded in writing that the Company has complied with the terms and conditions of the
PAGE
85A R 2 0 1 3 / 2 5 5 6
Corporate Governance and Management
(as of 31 December 2013)
BOARD OF DIRECTORS
Mrs. Suphajee SuthumpunChairman of the Executive Committee
and Chief Executive Officer
Mr. Sivaraks PhinicharomnaVice President Internal Audit
Mrs. Yupapan ChatsirinoppakulAssistant Vice President Executive Office
and Company Secretary
Mr. Ekachai PakdurongVice President
Corporate Affairs
Mr. Theerawat KusalanggoorawatActing Vice President
Human Resources
Mr. Hon Mun YipVice President Sales – China
Mr. TheerawatKusalanggoorawatSenior Vice President
Management Information System
Mr. Patompob SuwansiriSenior Vice President
Media Platform
Mr. Salil CharuchindaVice President
Legal
Mr. Paiboon PanuwattanawongChief Technical Officer
Mr. Patompob SuwansiriChief Marketing Officer
Mr. Vuthi AsvasermcharoenChief Financial Officer
Dr. Nongluck PhinainitisartChief Commercial Officer
AUDIT COMMITTEE GOVERNANCE AND NOMINATION COMMITTEE
MANAGEMENT
COMPENSATION COMMITTEE
Organization StructureThaicom Public Company Limited
PAGE
86
Board of Directors
Chairman of the Audit Committee
Chairman of the Compensation Committee
Compensation Committee
Compensation Committee
Name - Surname Date of AppointmentTitle
Authorized Directors of the Company
Board of Directors and Sub-Committees’ Attendance
meeting of non-executive directors. A summary of the meeting schedule and attendance of each director is
Mr. Chaiyan Peungkiatpairote resigned as director of the Company with effect from 15 March 2013
PAGE
87A R 2 0 1 3 / 2 5 5 6
Current Directors
Remark
1) Resigned as director of the Company with effect from 15 March 20132)
Name - Surname
Sub-Committee
(Attendance of Meeting/Total number of Meetings during 2013)
AGM 2013
Board of Directors2)
Audit Committee
Compensa-tion
Governance and
Nomination
Executive Director
Indepen-dent
Director
Non-Executive Director
PAGE
88
Management Structure of the Company
(As of 31 December 2013)
Remark
Commission
Management
Mrs. Suphajee Suthumpun
Chairman of the Executive
Committee
and Chief Executive Officer
Mr. Paiboon Panuwattanawong
Chief Technical Officer
Dr. Nongluck Phinainitisart
Chief Commercial Officer
Mr. Pradeep Unni
Executive Vice President
Marketing and Sales India
and Territory 2
Mr. Vuthi Asvasermcharoen
Chief Financial Officer
Name – Surname Title
-
PAGE
89A R 2 0 1 3 / 2 5 5 6
Company Secretary
The Company Secretary’s responsibilities include:
annual report
Board of Directors and other committees
related authorities
PAGE
90
Audit Committee
Directors
Governance and Nomination Committee
Directors
Compensation Committee
Directors
Directors
Remark
Director or member of Sub-Committees.
- The Chairman of the Board of Directors is not entitled to receive an allowance for Board of Directors or Sub-Committee meetings and also is not entitled to receive a monthly allowance for duties as Chairman of Sub-Committees.
DirectorFinancial Remuneration (Baht) for the year 2013
Monthly Allowance Meeting Allowance Annual Remuneration
linked to the performance of the Company and the performance of each executive.
employees to motivate employees.
Financial Remuneration
PAGE
91A R 2 0 1 3 / 2 5 5 6
4.
1) Mr. Chaiyan Peungkiatpairote resigned as director with effect from 15 March 20132)
Memberof the Board of Directors
Monthly Allowance and Meeting Allowance Annual
Remuneration
Board
of
Directors
Audit
Committee
Compensa-
tion
Committee
Governance
and
Nomination
Committee
Executive
Director
Total
Remunera-
tion
Non-
Executive
Director2)
Unit: Thai Baht
Other Remuneration for Directors and Management
Company and/or its Subsidiaries
warrant program as proposed.
PAGE
92
Name List of Director-Employee Percentage ofTotal Allocated Warrant
Number of Allocated Warrant
Company Employee
(B) Provident Fund
Remark
-
Vice President)
PAGE
93A R 2 0 1 3 / 2 5 5 6
develop employees systematically and continuously in order to improve their abilities and boost their work
Company according to demand and suitability of each department.
ensure that employees at all levels follow the development plans systematically and continuously resulting
companies. Determine suitable wage and remuneration structures that are competitive within the same industry; this will be achieved by regular comparisons of existing salary levels to industry benchmarks as
before initiating external recruitment in order to build a career path for employees within the Company.
atic development process will also create and foster leaders within the organization and ensure the
PAGE
94
Corporate Governance
Corporate Governance Policy
-
responsibility in the conduct of its business.
example for others.
-
growth and contributions to its shareholders and stakeholders in all sectors.
Corporate Governance Awards
PAGE
95A R 2 0 1 3 / 2 5 5 6
Adherence to Corporate Governance Best Practice Policy
centage of that individual;
performance and business policy in a regular and timely manner;
Shareholders’ Meeting
meeting shall allocate an appropriate period of time for discussion and promote the expression of opinions
PAGE
96
meeting and can be checked by shareholders if they so desire.
to propose directors for nomination and to propose agenda items were delivered to shareholders through
to the shareholders.
regularly audits this compliance.
Directors and executives holding stakes in the transactions must not take part in the decision making process
transactions.
PAGE
97A R 2 0 1 3 / 2 5 5 6
-
executives and employees for their acknowledgment and to strictly adhere to the guidelines published in
Committee or Audit Committee to report any infractions or non-compliance with the ethics guidelines.
corporate governance within the organization.
and transparent and trustworthy disclosure of data to shareholders.
of great importance to the Company.
has business operations.
Company is also focused on creating a strong corporate culture with a good atmosphere that promotes team-
PAGE
98
no forced labor and no child labor are stringently upheld by the Company.
Human rights
Competition in business
competitors which is not lawful and which is against ethics.
Anti-corruption practices
or business advantages.
of traditional business incentives such as trade discounts and sales promotion campaigns sponsored by the Company.
no circumstances knowingly participate in or take any action that is in violation of these regulations.
Political activities
at the local or national level must leave the service of the company prior to such activity.
1. Taking money or other forms of payment
-
as customers of such bank or institution.
2. Conducting other businesses outside the company
working hours. Conducting business or taking part in business which competes with the business of the Company
PAGE
99A R 2 0 1 3 / 2 5 5 6
Position Approve by
3. Conducting any businesses with companies in the Group
of interest in conducting the business.
-ment or taking any action on behalf of the company. A person who performs a transaction on behalf of the company has the duty to check whether or not there is a relationship between the business partner and any
4. Holding directorships in other companies
-ship in another company.
5. Accepting gifts and attending business receptions
-
should refrain from attending receptions whose nature is beyond a normal business relationship between persons related to the company or its business activities.
6. Attendance of seminars and study tours
business interest and approved by the superior and there is no other money or gifts given.
PAGE
100
Intellectual property rights
information to the public.
Any information about the company to be supplied
Transactions between related companies
non-compliance against those who have violated or performed any action not in line with the Code of Conduct.
Company Secretary
PAGE
101A R 2 0 1 3 / 2 5 5 6
persons. Non-executive Directors must make up no less than half of the total number of directors to ensure balance between executive and non-executive Directors.
the knowledge and skills of its members to ensure that it suits the business and management direction of the
PAGE
103A R 2 0 1 3 / 2 5 5 6
independently express their comments and opinions.
stocks held by connected persons of the independent director;
over the Company;
nominated as management or controlling person of the Company or its subsidiaries;
unless the foregoing relationship has ended for more than 2 years prior to appointment as independent director;
-
commences;
has ended for more than 2 years prior to appointment as independent director;
PAGE
104
ship has ended for more than 2 years appointment as independent director;
competing with the Company or its subsidiaries;
if the Board agrees that an appointment of such person has no effect on performing their duty and expressing
tion of such a person
-
-
3. Directorships in Other Companies
the Company.
Committee
between direction and management functions.
PAGE
105A R 2 0 1 3 / 2 5 5 6
to the Board to achieve the approved business plan and reports the business performance to the Board.
provide opinions and initiate meeting agenda items.
when such items are discussed.
this report.
PAGE
106
Director / Management IOD Course
2. Audit Committee
4. Compensation Committee
-
-
8. Knowledge Development
-
PAGE
107A R 2 0 1 3 / 2 5 5 6
11. Management Succession
-
transparency in the process.
Consideration of potential successors to a higher position is based on the regulations and guidelines issued by
Sub-Committee-
Board of Directors
to oversee and follow up management operations and control in an appropriate and timely fashion in keeping
PAGE
109A R 2 0 1 3 / 2 5 5 6
at least once a year;
compliance with the policy or the criteria approved by the Board of Directors.
Audit Committee
PAGE
110
Remark:
Name - Surname Position
are responsible for internal audit activities;
management attending at least once a year;
the best interest to the Company;
and to ensure complete and correct reporting;
PAGE
111A R 2 0 1 3 / 2 5 5 6
6. Number of committee meetings and attendance of each member
of duties and responsibilities assigned by the Board of Directors.
able period of time;
business.
Directors or management fails to take corrective action within a reasonable period of time;
and responsibilities of the Audit Committee to ensure that its members are up to date on the latest
Compensation Committee
PAGE
112
and presented results to the Board of Directors.
executives and submit its recommendations to the Board of Directors for approval;
shares.
Name - Surname Position
PAGE
113A R 2 0 1 3 / 2 5 5 6
Board of Directors if any change or amendment is needed;
meeting
in meetings;
Governance and Nomination Committee
Directors;
committees;
criteria for succession with regard to high level executive positions and submits to the Board of Directors for appointment;
Name - Surname Position
PAGE
114
recommend to the Board of Directors if any change or amendment is needed;
Executive Committee
PAGE
115A R 2 0 1 3 / 2 5 5 6
performance together with the remedial actions to be taken in case the business performance of the Company fails to meet the target to the Board of Directors every month;
the exception of activities that have been delegated to other Board sub-committees;
for transactions shall be in accordance with the policies and principles already determined by the Board and regulatory bodies;
pertinent information as necessary;
Name - Surname Position
PAGE
116
signed or delegated to the Committee by the Board of Directors;
the policies or criteria approved by the Board of directors.
The Selection of Directors and Management Executives
resume duty.
PAGE
117A R 2 0 1 3 / 2 5 5 6
director for appointment.
Corporate Management and the Management of Subsidiaries
to perform the business operations in compliance with the directions set by the Board of Directors to ensure
propose them to the Board of Directors for consideration and approval.
Internal Control Information
manner with integrity and honesty. A Code of Conduct has been developed and issued to all employees to guide corporate behavior at all levels. Disclosure of inside information by employees or management to others
PAGE
118
Auditors Fee
(1) Auditor Fees
(2) Non-Audit Fees
Other Best Practice on Good Corporate Governance
and code of conduct by adopting similar practices from leading domestic and international companies regarding
-
2. No sexual discrimination and sexual harassment.
PAGE
119A R 2 0 1 3 / 2 5 5 6
exposes the Company to danger or damages.
employees
-
Chairman of the Audit Committee
Board of Directors
Internal Control and Risk Management
Summary of the Board of Directors’ Opinion to the Internal Control System-
tion and its environment; risk management; management control activities; information and communication
undertaken and that risk management measures were appropriately developed.
Internal Audit
-
PAGE
120
-
3. Control Activities
and regulations of the Company and outside authorities and to strengthen information security.
distribution of information both internally and externally through its intranet and website. A culture of openness is promoted to emphasize communication between all levels.
5. Follow-up and Monitoring
in a timely fashion for auditing processes by external auditors and government authorities.
preventive actions as well as continuous improvement in a timely fashion.
been corrected and improved due to the effective follow up of the auditors and the cooperation of management.
PAGE
121A R 2 0 1 3 / 2 5 5 6
and measurements while at the same time measuring potential risks associated with these various facets of the -
all levels.
Internal Audit and Auditor’s Opinion
Attachment 4.
Information on the Head of Internal Audit and Head of Compliance
PAGE
122
Related Transactions
Related Companies/Relationship
Transaction
Consolidated
Value of Related Trans-actions at December
31, 2013 (Million Baht)
Reason and Necessity of Transaction
service business
transponders on
Advertising
seminar and training expenses of its executives and employees.
expenses
and accrued income
Advance receipts and accrued expenses
2.22
0.69
9.46
of transponder leasing in the country under ordinary course of business.
contracts and trade conditions on an
under ordinary course of business.
service under ordinary course of
services to support the ordinary course
fee was based on market price on an
length basis.
PAGE
123A R 2 0 1 3 / 2 5 5 6
-
services
shares.- Conducts advertising
through all advertising media.
-
software package with related software and consultancy services.
signal uplink services and
charges
and accrued income
and accrued expenses
and public relations services such as printed and advertising media.
accounting software and consultancy service
2.02
service provider of transponder leasing
under normal contracts and conditions
-
normal contracts and conditions on an
services under ordinary course of busi-
normal contracts and trade conditions
supported the ordinary course of
normal contracts and trade conditions
for accounting data processing and
the ordinary course of business.
to those of other companies that conduct the same nature of business.
a medium-size transaction which must
Related Companies/Relationship
Transaction
Consolidated
Value of Related Trans-actions at December
31, 2013 (Million Baht)
Reason and Necessity of Transaction
PAGE
124
development services on communication technolo- gy and electronics.
- A holding company in vesting in telecom service business
tion under the laws of
-
Codespace to develop
consultancy services.
and service fees on a
was charged based on the cost of executives and employees providing the service in order to support business course of its subsidiaries
and other accounts payable
service
0.02
charged at an hourly rate plus actual expenses.
on subsidiaries to enable maximum
interest rate was charged at the actual
length basis.
gateway operating fee and maintenance -
course of business and charged under normal contracts and trade conditions
Related Companies/Relationship
Transaction
Consolidated
Value of Related Trans-actions at December
31, 2013 (Million Baht)
Reason and Necessity of Transaction
PAGE
125A R 2 0 1 3 / 2 5 5 6
service
fee was charged based on the cost of executives and employ ees providing the service.
expense
user terminals
- Web design service and other services
0.04
4.24
0.02
was charged based on market price on
interest was charged at the actual cost
length basis.
normal contract and conditions on an
service and other services to general public under ordinary course of business.
length basis.
supported the ordinary course of busi-
normal contract and trade conditions on
Related Companies/Relationship
Transaction
Consolidated
Value of Related Trans-actions at December
31, 2013 (Million Baht)
Reason and Necessity of Transaction
PAGE
126
Necessity and Justification of Trans-actions
remarks on related transactions stated that those transactions which the Company had undertaken with
transactions.
goods and services with related parties under normal
to the Company by the Audit Committee.
Methods of Related Transactions
disclose information to investors and abide by the
of interest and conform with good governance
the Company has set up criteria for related transac-
under fair prices and business conditions which shall
transactions to the Audit Committee for approval prior to the proceeding.
limit of budget for endorsement in accordance with
prohibited to those directors and executives who
-
mittee shall examine the related transactions between the Company and its subsidiaries and related parties to ensure the conformity with the rules and regulations of
transactions between the Company and related
PAGE
127A R 2 0 1 3 / 2 5 5 6
examined by the Audit Committee pursuant to the
usual since they are practiced under normal course of business and in accordance with trade conditions on
fees within the rate approved in accordance with the
fair competition from outside vendors who may offer
external sources for comparison of price and trading terms.
-
Department and the Accounting Department shall submit the related transactions or those which may
for examination and comments on necessity and
related transactions shall be submitted by the Accounting Department on a monthly basis to comply
Future Policy or Trends of Related Transactions
transactions through both customary and non- customary business transactions under reasonable
-
audited by the auditor.
PAGE
128
Sustainable Development Report
ensuringthat our business can look forward to a future
to new challenges for business. As an organization that places utmost importance on shared value within
to these evolving circumstances. By prioritizing social responsibility throughout our management and business
we aim to institutionalize the concept of corporate
goal of sustainable development.
for more details please do peruse the full contents
separate publication.
Developing a Sustainable Business
-
sustainable development according to the following
the economic growth of communities in which we
committed to using our resources to build networks
value for all sectors.
by supporting education and learning to expand
with our belief that a strong education system leads to a strong nation.
PAGE
129A R 2 0 1 3 / 2 5 5 6
established the following corporate social responsibility -
1. Activity Monitoring
-
a good corporate citizen in each of the countries and regions where we do business.
2. Business Practices
societies in which we work.
3. Human Rights
-
are against all forms of discrimination or segregation
We do not use child labor and will not participate in any activities that violate human rights.
4. Employees
the core values of our company while still upholding
and aim to create an environment in which our employees have a happy work-life balance and a
welfare.
volunteer and become involved in social activities that contribute to the betterment of society.
5. Customer Relations
are safe and reliable. We aim for maximum customer satisfaction by focusing on impressive product perfor-mance and excellent services that respond directly to
relationship with our customers and are committed to responding wholeheartedly to any demands and problems they may have.
PAGE
130
6. Partnerships and Alliances
relationships with our business partners and alliances.
and follow transparent and fair selection policies for
7. Innovation
critical to our business and that it will lead to the
and business models through the development of the
needs and by building cooperative relationships with our business partners and alliances.
8. Community Relations
values for business and society in all of our transac- tions in order to foster sustainable growth for
relationships with local communities in the areas
to support the development of community educa-
sustainable growth.
communication services when disasters strike in the
9. The Environment
resources. We focus on building an organizational culture of environmental awareness and supporting
prevent our business operations from having a negative
to company personnel or surrounding communities.
Guidelines for Sustainable Development Management
technology for the sustainable development of both
-
high-level executives who are responsibile for deter-
as monitoring related activities.
PAGE
131A R 2 0 1 3 / 2 5 5 6
of sustainable development within our organization. Comprised of executives and working groups from various
plans for sustainable growth that are consistent with -
environmental spheres and communicating relevant
reports will be used to improve our future performance.
Good Governance and Business Ethics
adhered to the principles of good governance and
and responsibilities of the committee overseeing our
Business Practices for Economic Sustain-ability
Building a Global Business for the Thai Economy
one of the three integral and connected mechanisms
cost-effective satellite communication networks that meet consumer needs and strive to create a robust telecommunications industry that will generate income
to those in telecommunications such as cellular phone
especially by stimulating investment in information technology that has led to a cycle of economic expan-
-
emphasis on business innovations and technological
and made us a leading satellite operator in the inter-national arena.
and tax payments to the government.
PAGE
132
Innovations for a New Future
business direction toward new markets and focus on
--
will enhance our business capacity and also boost the
satellite technology can reduce environmental impact.
Environmental Sustainability
Eco-Friendly Business Practices
-
Creating a safe environment - By following global
created a safe work environment for both its employees inside the stations and the residents living in surrounding communities.
Building an energy-saving culture
and recommended regulations. We have established a company policy on energy conservation and
We also work to build awareness of energy conserva-
saving innovations among our employees with our
energy saving and environmental impact extends beyond our own operations to those of our partners.
scheduled for implementation at the beginning of
environmental impact of our logistical operations and intends to focus on the reduction of carbon dioxide emissions.
Social Sustainability
-
PAGE
133A R 2 0 1 3 / 2 5 5 6
(For more information, please download the “Sustainable Develop-ment Report” from www. thaicom.net)
a framework for both internal and external social sustainability.
-
our aim to provide all these stakeholders with the best
aim to create a great work environment that promotes
Staff Relations and Development
the recruitment of highly capable personnel and we
and aim to instill an allegiance to our core operating
Commitment to contribution. We are committed to fair
bonds with our employees.
of our employees. we implement a personnel manage-
is not possible due to the characteristics or nature of
recruitment and appointment of all our employees.
privacy of our staff. We provide incentives based on work input and welfare and compensation packages
we are committed to the development of our personnel
Creating a Productive Workspace
employees. We comply with all legal and regulatory
conditions and have systematic processes to limit health risks and the risk of accidents.
Organizational Bonds
a positive workspace.
Capacity Development and Career Advancement
opportunities for all our employees to boost their capabilities and advance their careers by instilling leadership skills and business and technological know-
PAGE
134
Management’s Discussion and Analysis
I. Overview
mainly contributed by revenues from the satellite
which included net loss from discontinued operation
approved by the shareholders at their meeting which
a resolution to approve the appropriation of dividends
shareholders at their meeting.
II. Business Summary
Transponder leasing and related business
for satellite services had been served by an interim
for commercial satellite services from broadcasting
PAGE
135A R 2 0 1 3 / 2 5 5 6
will support the emergence of new technologies
the Company had undergone the in-orbit testing of
and then commenced broadcasting services on
also grew from last year.
as part of a wider scope to access corporate and
providing premium satellite services and solutions will
end-to-end service capability in Australia.
the Company developed and signed several partnership and cooperation agreements with top satellite ground system manufacturers allowing them
Telephone and Internet access businesses
mobile system to allow for higher data usage by
continued to increase.
to enter into insolvency proceedings in accordance
PAGE
136
Unit: MBt Amount
2013 2012
ChangeYoY(%)
is now going forward under a court-appointed
as the Company has already provisioned for this
Media business
Company will continue to develop new devices and
develop new applications to expand its customer base and customer satisfaction. An example of these new
satellite or internet through the same box.
III. Consolidated Operating Results
Selected financial information on THCOM
goods and rendering of
Cost of sale of goods
non-current assets held
PAGE
137A R 2 0 1 3 / 2 5 5 6
Revenue from sale of goods and rendering
of services
2013
2013
2012
2012
%YoY
%YoY
Satellite transponder leasing and related services
broadcasters served by an interim satellite providing
teleport services including tape playout and
broadcasting satellite operators.
mainly driven by bandwidth leasing service in
increase bandwidth sales by enabling other
and penetration.
Revenue from sale of goods and rendering of services
Consolidated revenue from sale of goods and rendering
from its media business.
Sales 243 373 -34.9% Services 3,327 3,053 9.0%
* Include revenue from Telephone and Internet services in Lao PDR generated by Lao Telecommunications Co., Ltd. (LTC)
** Include revenue from Media services generated by DTV Service Co., Ltd. (DTV) and Cambodian DTV Network Ltd. (CDN)
Satellite and related services
* Include the Thaicom 5 satellite and the interim satellite acquired by the Company to provide services ahead of the launch of the Thaicom 6 satellite
PAGE
138
2013
2013
2012
2012
%YoY
%YoY
Cost of sale of goods and rendering
of services
Satellite and related services
Telephone and Internet access services
contributed by increases in;
subscriber base and average revenue per subscriber
Media services
increases in cost from its satellite business and
* Include cost from Telephone and Internet services in Lao PDR generated by Lao Telecommunications Co., Ltd. (LTC)
** Include cost from Media services generated by DTV Service Co., Ltd. (DTV) and Cambodian DTV Network Ltd. (CDN)
services
Cost relating to transponder leasing and related services
due to an increase in cost relating to conventional
* Include the Thaicom 5 satellite and the interim satellite acquired by the Company to provide services ahead of the launch of the Thaicom 6 satellite
growth.
PAGE
139A R 2 0 1 3 / 2 5 5 6
due to
- Cost of interconnection charge and international
- Depreciation cost for its expanded telephone
following the sale growth.
the revenue drop.
Selling and administrative expenses
business.
Loss on exchange rate
Finance costs
Share of profit of associates
PAGE
140
Income tax expense
Loss from discontinued operation, net of income tax
IV. Financial Position
investments which were short-term deposits at
abandonment from the consolidated balance sheet
agreements.
PAGE
141A R 2 0 1 3 / 2 5 5 6
December 31, 2013 December 31, 2012Assets
Trade and other accounts receivable
Liquidity
mainly to an increase in current portion of long-term
accounts receivable and accrued income.
Available-for-sale investments
for-sales security.
Investments in associate
Property, plant and equipment
offset by accumulated depreciation and amortization
Amount (Bt mn)
Amount (Bt mn)
% of Total assets
% of Total assets
PAGE
142
PP&E under operating agreement
Borrowings and Shareholders’ equity
mainly attributable to proceeds from long-term loans
million.
Cash flow
for
interest payments most of which were debenture
This document contains certain forward-looking statements.
performance of the Companies. Forward-looking statements
“estimate,” “anticipate,” “believe” or “continue.” Although
such forward-looking statements are reasonable at this time,
be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
PAGE
143A R 2 0 1 3 / 2 5 5 6
and investors.
uncover any weaknesses that may be presented in order to prevent fraud or materially irregular operations.
Committee has also reviewed a disclosure of related party transactions. All their comments on these issues
been prepared in accordance with generally accepted accounting principles and related regulations.
Board of Directors’ responsibility
for financial reporting
(Ms.Suphajee Suthumpun)
(Mr.Paron Israsena)Chairman of the Board
PAGE
144
To the shareholders of Thaicom Public Company Limited
explanatory information.
Management’s Responsibility for the Consolidated and Separate Financial Statements
Auditor’s Responsibility
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
opinion.
Opinion
Audit report of Certified Public Accountant
Bangkok
PAGE
145A R 2 0 1 3 / 2 5 5 6
Statements of financial positionThaicom Public Company Limited and its SubsidiariesFor the year ended 31 December 2013 and 2012
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
Note
The accompanying notes are an integral part of these financial statements.
Assets
Current assets
Non-current assets
Financial StatementPAGE
146
Statements of financial positionThaicom Public Company Limited and its Subsidiaries
For the year ended 31 December 2013 and 2012
The accompanying notes are an integral part of these financial statements.
Current liabilities
Non-current liabilities
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
Note
PAGE
147A R 2 0 1 3 / 2 5 5 6
Liabilities and equity
Equity
Appropriated
Statements of financial positionThaicom Public Company Limited and its SubsidiariesFor the year ended 31 December 2013 and 2012
Consolidated financial statements Separate financial statements
Note
The accompanying notes are an integral part of these financial statements.
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
PAGE
148
Continuing operationsIncome 4
Expenses 4
Discontinued operation
Non-controlling interest - - - -
Consolidated financial statements Separate financial statements
Note
Statements of incomeThaicom Public Company Limited and its Subsidiaries
For the year ended 31 December 2013 and 2012
The accompanying notes are an integral part of these financial statements.
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
PAGE
149A R 2 0 1 3 / 2 5 5 6
Other comprehensive income 22
Foreign currency translation differences for
Changes in fair value of available-for-sale
Total comprehensive income attributable to:
Statements of comprehensive incomeThaicom Public Company Limited and its SubsidiariesFor the year ended 31 December 2013 and 2012
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
Note
The accompanying notes are an integral part of these financial statements.
PAGE
150
No
te
Co
nso
lid
ate
d fin
an
cia
l sta
te
me
nts
R
eta
in
ed
e
arn
in
gs
Oth
er c
om
po
ne
nts o
f e
qu
ity
Issu
ed
a
nd
pa
id
-u
p
sh
are
c
ap
ita
l
(in
B
ah
t)
Sh
are
pre
miu
m
(in
B
ah
t)
Le
ga
l
re
se
rve
(in
B
ah
t)
Un
ap
pro
-
pria
te
d
(in
B
ah
t)
Cu
mu
la
tive
ga
in
o
n
dilu
tio
n o
f
investm
en
t in
a su
bsid
ia
ry
and
an a
ssocia
te
(in
B
ah
t)
Cu
rre
nc
y
tra
nsla
tio
n
diffe
re
nc
es
(in
B
ah
t)
To
ta
l
oth
er
co
mp
on
en
ts
of e
qu
ity
(in
B
ah
t)
Eq
uity
trib
uta
ble
to
ow
ne
rs o
f
th
e C
om
pa
ny
(in
B
ah
t)
No
n-
co
ntro
llin
g
in
te
re
sts
(in
B
ah
t)
To
ta
l
e
qu
ity
(in
B
ah
t)
C
ha
ng
es
in
fa
ir va
lu
e o
f
ava
ila
ble
-
fo
r-sa
le
in
ve
stm
en
ts
(in
B
ah
t)
The
acco
mpa
nyin
g no
tes
are
an in
tegr
al p
art o
f the
se fi
nanc
ial s
tate
men
ts.
Stat
emen
t of c
hang
es in
equ
ityTh
aico
m P
ublic
Com
pany
Lim
ited
and
its S
ubsi
diar
ies
For t
he y
ear e
nded
31
Dece
mbe
r 201
3 an
d 20
12
PAGE
151A R 2 0 1 3 / 2 5 5 6
No
te
Co
nso
lid
ate
d fin
an
cia
l sta
te
me
nts
R
eta
in
ed
e
arn
in
gs
Oth
er c
om
po
ne
nts o
f e
qu
ity
Issu
ed
a
nd
pa
id
-u
p
sh
are
c
ap
ita
l
(in
B
ah
t)
Sh
are
pre
miu
m
(in
B
ah
t)
Le
ga
l
re
se
rve
(in
B
ah
t)
Un
ap
pro
-
pria
te
d
(in
B
ah
t)
Cu
mu
la
tive
ga
in
o
n
dilu
tio
n o
f
investm
en
t in
a su
bsid
ia
ry
and
an a
ssocia
te
(in
B
ah
t)
Cu
rre
nc
y
tra
nsla
tio
n
diffe
re
nc
es
(in
B
ah
t)
To
ta
l
oth
er
co
mp
on
en
ts
of e
qu
ity
(in
B
ah
t)
Eq
uity
trib
uta
ble
to
ow
ne
rs o
f
th
e C
om
pa
ny
(in
B
ah
t)
No
n-
co
ntro
llin
g
in
te
re
sts
(in
B
ah
t)
To
ta
l
e
qu
ity
(in
B
ah
t)
C
ha
ng
es
in
fa
ir va
lu
e o
f
ava
ila
ble
-
fo
r-sa
le
in
ve
stm
en
ts
(in
B
ah
t)
The
acco
mpa
nyin
g no
tes
are
an in
tegr
al p
art o
f the
se fi
nanc
ial s
tate
men
ts.
Stat
emen
t of c
hang
es in
equ
ityTh
aico
m P
ublic
Com
pany
Lim
ited
and
its S
ubsi
diar
ies
For t
he y
ear e
nded
31
Dece
mbe
r 201
3 an
d 20
12
PAGE
152
No
te
Se
pa
ra
te
fin
an
cia
l sta
te
me
nts
Re
ta
in
ed
e
arn
in
gs
Issu
ed
a
nd
pa
id
-u
p
sh
are
c
ap
ita
l
(in
B
ah
t)
sh
are
p
re
miu
m
(in
B
ah
t)
Le
ga
l re
se
rve
(in
B
ah
t)
Un
ap
pro
pria
te
d
(in
B
ah
t)
To
ta
l e
qu
ity
(in
B
ah
t)
The
acco
mpa
nyin
g no
tes
are
an in
tegr
al p
art o
f the
se fi
nanc
ial s
tate
men
ts.
Stat
emen
t of c
hang
es in
equ
ityTh
aico
m P
ublic
Com
pany
Lim
ited
and
its S
ubsi
diar
ies
PAGE
153A R 2 0 1 3 / 2 5 5 6
Consolidated financial statements Separate financial statements
Adjustments for
Statements of cash flowsThaicom Public Company Limited and its SubsidiariesFor the year ended 31 December 2013 and 2012
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
Note
The accompanying notes are an integral part of these financial statements.
PAGE
154
Statements of cash flowsThaicom Public Company Limited and its Subsidiaries
For the year ended 31 December 2013 and 2012
Changes in operating assets and liabilities
Net cash used in investing activities
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
Note
The accompanying notes are an integral part of these financial statements.
PAGE
155A R 2 0 1 3 / 2 5 5 6
Net increase (decrease) in cash and cash
Non-cash transactions
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in Baht) (in Baht) (in Baht) (in Baht)
Note
Statements of cash flowsThaicom Public Company Limited and its SubsidiariesFor the year ended 31 December 2013 and 2012
The accompanying notes are an integral part of these financial statements.
PAGE
156
Note Contents
9 Non-current assets held for abandonment and discontinued operation
and intangible assets
Notes to the financial statementsPAGE
157A R 2 0 1 3 / 2 5 5 6
Notes to the financial statementsThaicom Public Company Limited and its Subsidiaries
1 General information
mainly operated under agreements for operation.
PAGE
158
Direct subsidiaries
services and sale of direct
transponder services in Australia.
Name of the entity Type of business Country of Ownership interest (%)
incorporation 2013 2012
PAGE
159A R 2 0 1 3 / 2 5 5 6
Jointly-controlled entity
telecommunications
Subsidiary of Shenington Investments Pte Limited
Jointly-controlled entity ofShenington Investments Pte Limited
Associate
uplink-downlink services
2 Basis of preparation of the financial statements
(a) Statement of compliance
Name of the entity Type of business Country of Ownership interest (%)
incorporation 2013 2012
PAGE
160
Topic
in the preparati
(b) Basis of measurement
policies.
(c) Functional and presentation currency
thousand unless otherwise stated.
(d) Use of estimates and judgements
income and expenses. Actual results may differ from estimates.
recognised in the period in which estimates are revised and in any future periods affected.
recoverable amounts
PAGE
161A R 2 0 1 3 / 2 5 5 6
3 Significant accounting policies
statements.
(a) Basis of consolidation
Business combinations
common control.
transferred and recognised in other expenses.
the amount included in consideration transferred and the market-based measure of the replacement awards is treated as post-combination compensation cost.
professional and consulting fees are expensed as incurred.
PAGE
162
Acquisitions from entities under common control
Business combinations arising from transfers of interests in entities that are under the control of the shareholder
Subsidiaries
that control commences until the date that control ceases.
Jointly-controlled entities
Loss of control
Associates
-
obligations or made payments on behalf of the associate.
PAGE
163A R 2 0 1 3 / 2 5 5 6
-tion costs.
Transactions eliminated on consolidation
--
to the extent that there is no evidence of impairment.
(b) Foreign currencies
Foreign currency transactions
functional currency at the foreign exchange rates ruling at that date. Foreign exchange differences arising on
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to the functional currency at the foreign exchange rates ruling at the dates of the transactions.
Foreign entities
at the reporting date.
ruling on the reporting date.
exchange rates for the year.
Foreign exchange differences arising on translation are recognised in other comprehensive income and presented
-
item being hedged.
PAGE
164
forward price and the current forward price at the reporting date for the residual maturity of the contract using
(d) Cash and cash equivalents
(e) Trade and other accounts receivable
-
(f) Inventories
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale.
(g) Non-current assets held for sale
PAGE
165A R 2 0 1 3 / 2 5 5 6
(h) Investments
Investments in subsidiaries, jointly-controlled entity and associate
Investments in other debt and equity securities
the effective interest rate method over the period to maturity.
Disposal of investments
(i) Property and equipment
Owned assets
PAGE
166
Subsequent costs
Depreciation
s
No depreciation is provided on assets under construction.
if appropriate.
(j) Property and equipment under agreements for operation
are amortised using the straight-line method over the shorter of the estimated useful lives of satellites and
where it is considered necessary.
PAGE
167A R 2 0 1 3 / 2 5 5 6
(k) Deferred charges
period of each service agreement.
(l) Intangible assets
Goodwill
Research and development
is recognised as an expense as incurred. Development costs previously recognised as an expense are not
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Other intangible assets
accumulated amortisation and accumulated impairment losses.
if appropriate.
PAGE
168
(m) Impairment
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
Calculation of recoverable amount
Reversals of impairment
income.
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
(n) Long-term lease agreements
Leases- where the Group is the lessee
-
PAGE
169A R 2 0 1 3 / 2 5 5 6
charged to the income statements on a straight-line basis over the period of the lease.
to the lessor by way of penalty is recognised as an expense in the period in which the termination takes place.
Leases-where the Group is the lessor
(o) Interest-bearing liabilities
interest basis.
(p) Trade and other accounts payable
the statements of income in the year to which they relate.
-
were made.
related service is provided.
PAGE
170
has a present legal or constructive obligation to pay this amount as a result of past service provided by the
Share-based payments
-
awards for which the related service and non-market vesting conditions are expected to be met
-
(r) Provisions
Warranties
historical expense related to warranty data and a weighting of all possible outcomes against their associated probabilities.
(s) Revenue
Sale of goods and services rendered
to the buyer. No revenue is recognised if there is continuing management involvement with the goods or
return of goods.
work performed to date compared with the estimated total costs for the contract. When it is probable that total .
PAGE
171A R 2 0 1 3 / 2 5 5 6
are provided to customers and there are certainties regarding recovery of the consideration due.
relevant agreements.
Dividend income
Interest income
(t) Finance costs
-
(u) Lease payment
of the lease. Contingent lease payments are accounted for by revising the minimum lease payments over the
Determining whether an arrangement contains a lease
control the use of the underlying asset.
PAGE
172
(v) Income tax
previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
will not reverse in the foreseeable future.
liabilities.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
-
tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
assets and liabilities will be realised simultaneously.
against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting
PAGE
173A R 2 0 1 3 / 2 5 5 6
4 Related parties
-
-
merely the legal form.
(2012: 41.14%)
-
on hourly rates plus reimbursement of actual expenses.
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Revenues
Revenues from sale of goods and rendering of services
Other income
PAGE
174
Trade accounts receivable and accrued income
Trade accounts receivable
Purchases of goods and services
Selling and administrative expenses
Other expenses
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
175A R 2 0 1 3 / 2 5 5 6
Accrued income
Total trade accounts receivable and accrued income
Less
Net
Other receivables
(2012: 3.25% - 3.81% per annum)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
176
Other current assets
(2012: 5.30% per annum).
Decrease
Trade accounts payable
Other payables
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
177A R 2 0 1 3 / 2 5 5 6
6 6 - -
Total
Other current liabilities
per annum (2012: 3.50% - 3.81% per annum)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Key management personnel compensation
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
PAGE
178
For the year ended 31 December
or customers.
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Directors’ remuneration
of income.
mately Baht 41.38 million).
PAGE
179A R 2 0 1 3 / 2 5 5 6
5 Cash and Cash equivalents
Cash on hand
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
and associate were committed to pay the Company for the service of the agreements at approximately
of contracts vary to the actual used or number of installed user terminal at the rate stated in the contract.
committed to maintain accounting program service for a period of one year with an option to renew.
.
associate was committed to pay for rental fee in respect of the agreements at approximately Baht
PAGE
180
6 Other investments
Current investments
Other long-term investments
(2012: 3.10% to 3.40%)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
2013 2012
(in million Baht) (in million Baht)
Other long-term investments
-
Consolidated financial statements
PAGE
181A R 2 0 1 3 / 2 5 5 6
7 Trade and other accounts receivable
Trade accounts receivable
Accrued income
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Note
Consolidated financial statements Separate financial statements
Other accounts receivable
Total trade accounts receivable accrued
Less
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
PAGE
182
Less
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
8 Inventories
Less
9 Non-current assets held for abandonment and discontinued operation.
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
PAGE
183A R 2 0 1 3 / 2 5 5 6
2013 2012
(in thousand Baht) (in thousand Baht)
Year ended 31 December
Basic loss per share (Baht)Diluted loss per share (Baht)
Note
has been re-presented to show the discontinued operations separately from continuing operations.
(2012: Baht 508 million) is attributable entirely to the owners of the Company.
-tion at the loss of control date.
Consolidated financial statements
PAGE
184
2012
(in thousand baht)
LessNet -
Consolidated financial statements
10 Investments in subsidiaries, jointly-controlled entity and associate
in shareholding in an associate - 90 - -
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Note
PAGE
185A R 2 0 1 3 / 2 5 5 6
Asso
ciat
es
Tota
l
Co
nso
lid
ate
d fin
an
cia
l sta
te
me
nts
Ow
ne
rsh
ip
in
te
re
st
Pa
id
-u
p c
ap
ita
lC
ost
Eq
uity
Fa
ir va
lu
e o
f
liste
d se
cu
ritie
s
Divid
en
d
in
co
me
2
01
3
20
12
(%
)
(%
)
2
01
3
20
12
(in
m
illio
n B
ah
t)
(in
m
illio
n B
ah
t)
2
01
3
20
12
(in
m
illio
n B
ah
t)
(in
m
illio
n B
ah
t)
2
01
3
20
12
(in
m
illio
n B
ah
t)
(in
m
illio
n B
ah
t)
2
01
3
20
12
(in
m
illio
n B
ah
t)
(in
m
illio
n B
ah
t)
2
01
3
20
12
(in
m
illio
n B
ah
t)
(in
m
illio
n B
ah
t)
PAGE
186
Subs
idia
ries
Join
tly-c
ontr
olle
d en
tity
138
138
- -
138
138
- -
Ow
ne
rsh
ip
in
te
re
st
Pa
id
-u
p c
ap
ita
lC
ost
Im
pa
irm
en
tC
ost - n
et o
f
im
pa
irm
en
t
Divid
en
d
in
co
me
20
13
(%
)
20
12
(%
)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
Se
pa
ra
te
fin
an
cia
l sta
te
me
nts
PAGE
187A R 2 0 1 3 / 2 5 5 6
2013
Tota
l
2012
Tota
l
Re
po
rtin
g
da
te
Ow
ne
rsh
ip
(%
)
Cu
rre
nt
asse
ts
(in
m
illio
n B
ah
t)
No
n-
cu
rre
nt
asse
ts
(in
m
illio
n B
ah
t)
To
ta
l
asse
ts
(in
m
illio
n B
ah
t)
Cu
rre
nt
lia
bilitie
s
(in
m
illio
n B
ah
t)
To
ta
l
lia
bilitie
s
(in
m
illio
n B
ah
t)
To
ta
l
re
ve
nu
es
(in
m
illio
n B
ah
t)
To
ta
l
ex
pe
nse
s
(in
m
illio
n B
ah
t)
Ne
t
pro
fit
(in
m
illio
n B
ah
t)
No
n-
cu
rre
nt
lia
bilitie
s
(in
m
illio
n B
ah
t)
PAGE
188
2013
2012
Re
po
rtin
g
da
te
Ow
ne
rsh
ip
(%
)
Cu
rre
nt
asse
ts
(in
m
illio
n B
ah
t)
No
n-
cu
rre
nt
asse
ts
(in
m
illio
n B
ah
t)
To
ta
l
asse
ts
(in
m
illio
n B
ah
t)
Cu
rre
nt
lia
bilitie
s
(in
m
illio
n B
ah
t)
To
ta
l
lia
bilitie
s
(in
m
illio
n B
ah
t)
To
ta
l
re
ve
nu
es
(in
m
illio
n B
ah
t)
To
ta
l
ex
pe
nse
s
(in
m
illio
n B
ah
t)
Ne
t
pro
fit
(in
m
illio
n B
ah
t)
No
n-
cu
rre
nt
lia
bilitie
s
(in
m
illio
n B
ah
t)
PAGE
189A R 2 0 1 3 / 2 5 5 6
Subsidiaries
a) The incorporation of IPSTAR Japan Company Limited (“IPJ”)
b) Dividend payment of IPSTAR Australia Pty Limited (“IPA”)
c) Dividend payment of IPSTAR Company Limited (“IPST”)
d) Acquisition of additional ordinary shares in IPSTAR New Zealand Company Limited (“IPNZ”)
has changed the status from an indirect subsidiary to a direct subsidiary of the Company.
Jointly-controlled entity
e) Dividend payment of Lao Telecommunications Company Limited (“LTC”)
PAGE
190
Associate
Subsidiaries
a) Acquisition of additional ordinary shares in IPSTAR Australia Pty Limited (“IPA”)
has changed the status from an indirect subsidiary to a direct subsidiary of the Company.
b) Dividend payment of IPSTAR Australia Pty Limited (“IPA”)
c) The incorporation of TC Broadcast Company Limited (“TCB”)
PAGE
191A R 2 0 1 3 / 2 5 5 6
Associate
Increase of share capital
Reduction of share capital
and its fair value less costs to sell has been recognised in administrative expenses in the consolidated
Commitments
PAGE
192
Consolidated financial statements
Less
Less
Less transferred to assets held
Transactions during the year ended
Foreign currency translation
Leasehold
land & building
(in thousand Baht)
Assets
under
construction
(in thousand Baht)
Total
(in thousand Baht)
Equipment
(in thousand Baht)
Motor
vehicles &
office
equipment
(in thousand Baht)
11 Property and equipment
PAGE
193A R 2 0 1 3 / 2 5 5 6
Less
Less
Net book value
(2012: Baht 1,622.08 million).
(2012: Baht 28.6 million) comprised
Consolidated financial statements
Leasehold
land & building
(in thousand Baht)
Assets
under
construction
(in thousand Baht)
Total
(in thousand Baht)
Equipment
(in thousand Baht)
Motor
vehicles &
office
equipment
(in thousand Baht)
PAGE
194
Less
Transactions during the year ended
Less
Less
Separate financial statements
Leasehold
land & building
(in thousand Baht)
Assets
under
construction
(in thousand Baht)
Total
(in thousand Baht)
Equipment
(in thousand Baht)
Motor
vehicles &
office
equipment
(in thousand Baht)
PAGE
195A R 2 0 1 3 / 2 5 5 6
Net book value
(2012: Baht 1,387.02 million).
(2012: Baht 70.50 million)
(2012: Baht 3,266.97 million)
Separate financial statements
Leasehold
land & building
(in thousand Baht)
Assets
under
construction
(in thousand Baht)
Total
(in thousand Baht)
Equipment
(in thousand Baht)
Motor
vehicles &
office
equipment
(in thousand Baht)
PAGE
196
infrastructure for satellite services to be used in the future. Both the Company and the construction companies
Capital expenditure commitments
Consolidated financial statements Separate financial statements
Currency 2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
PAGE
197A R 2 0 1 3 / 2 5 5 6
Consolidated financial statements
Less
Transactions during the year ended
Foreign currency translation
Less
Net book value
Property and
equipment
under
agreement
for operation
(in thousand Baht)
Other
intangible
assets
(in thousand Baht)
Total
intangible
assets
(in thousand Baht)
Deferred
charges
(in thousand Baht)
Goodwill
(in thousand Baht)
12 Property and equipment under agreements for operation, deferred charges, and intangible assets
PAGE
198
Separate financial statements
Less
Less
Net book value
Property and
equipment
under
agreement
for operation
(in thousand Baht)
Other
intangible
assets
(in thousand Baht)
Deferred
charges
(in thousand Baht)
PAGE
199A R 2 0 1 3 / 2 5 5 6
Net
2013 2012
(in thousand Baht) (in thousand Baht)
13 Deferred tax
Deferred tax assets and liabilities determined after appropriate off-setting are included in the statement of
Deferred tax assets for tax loss carried forward are recognised to the extent that it is probable that future taxable
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
PAGE
200
Consolidated financial statements
(Charged)/credited to:
Deferred tax assets
At 31
December
2013
(in thousand Baht)
At 1
January
2013
(in thousand Baht)
Discontinued
operation
(in thousand Baht)
Equity
(in thousand Baht)
Other
comprehen-
sive
income
(in thousand Baht)
Profit
or loss
(Note 28)
(in thousand Baht)
Deferred tax liabilities
Deferred tax assets
PAGE
201A R 2 0 1 3 / 2 5 5 6
Separate financial statements
Separate financial statements
(Charged)/credited to:
(Charged)/credited to:
Deferred tax assets
Deferred tax assets
At 31
December
2013
(in thousand Baht)
At 31
December
2012
(in thousand Baht)
At 1
January
2013
(in thousand Baht)
At 1
January
2012
(in thousand Baht)
Equity
(in thousand Baht)
Equity
(in thousand Baht)
Other
comprehen-
sive
income
(in thousand Baht)
Other
comprehen-
sive
income
(in thousand Baht)
Profit
or loss
(Note 28)
(in thousand Baht)
Profit
or loss
(Note 28)
(in thousand Baht)
PAGE
202
14 Other non-current assets
Less
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
15 Interest-bearing liabilities
CurrentCurrent portion of long-term borrowings
Current portion of long-term
Non-currentLong-term borrowings
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
PAGE
203A R 2 0 1 3 / 2 5 5 6
redeemed on
Less
Issue date No. of
units
(Million)
Amount
(Million
Baht)
Interest rate
(per annum)
Term of
interest
payment
Principal payment
term
Outstanding
balance as at
31 December 2013
(in million Baht)
For the year ended 31 December
accounts payable - property
Less transfer to liabilities of non- current assets held for
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Note
Consolidated financial statements Separate financial statements
PAGE
204
Carrying Fair value Carrying Fair value
amount (in thousand Baht) amount (in thousand Baht)
(in thousand Baht) (in thousand Baht)
borrowing rates for similar types of borrowings.
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
205A R 2 0 1 3 / 2 5 5 6
(2012: Baht 1,468 million).
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
PAGE
206
Trade accounts payable
Other accounts payable
Total
17 Other current liabilities
16 Trade and other accounts payable
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Note
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
207A R 2 0 1 3 / 2 5 5 6
Actuarial losses in other comprehensive
Actuarial losses in other comprehensive
18 Employee benefit obligation
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
208
2556 2555 2556 2555
(%) (%) (%) (%)
19 Other non-current liabilities
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
209A R 2 0 1 3 / 2 5 5 6
2013 2012
Number Amount Number Amount
(thousand shares) (thousand Baht) (thousand shares) (thousand Baht)
Authorised
At 31 December
Issued and paid-up
At 31 December
- ordinary shares 5
20 Share capital and warrants
Par value
per share
(Baht)
to one vote per share at meetings of the Company.
Reduction of ordinary shares
Issue of ordinary shares
PAGE
210
2013 2012
(in thousand Baht) (in thousand Baht)
For the year ended 31 December 2013
Share-based payment
b) Fair value measurement
Consolidated financial statements Separate financial statements
PAGE
211A R 2 0 1 3 / 2 5 5 6
Share premium
is not available for dividend distribution.
21 Reserves
legal reserve is not available for dividend distribution.
Other components of equity
change in the fair value of available-for-sale investments until the investments are derecognised or impaired.
PAGE
212
For the year ended 31 December
Foreign currency translation differences for
Net change in fair value of available-for sale
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
22 Other comprehensive income
PAGE
213A R 2 0 1 3 / 2 5 5 6
Consolidated financial statements
Consolidated financial statements
2013
2013
2012
2012
Net of tax
(in thousand Baht)
Net of tax
(in thousand Baht)
Amount
before tax
(in thousand Baht)
Amount
before tax
(in thousand Baht)
Tax
income
(in thousand Baht)
Tax
income
(in thousand Baht)
Amount
before tax
(in thousand Baht)
Amount
before tax
(in thousand Baht)
Net of tax
(in thousand Baht)
Net of tax
(in thousand Baht)
Tax
income
(in thousand Baht)
Tax
income
(in thousand Baht)
For the year ended 31 December
Foreign currency translation
Net change in fair value of
Total other comprehensive
For the year ended 31 December
Total other comprehensive
PAGE
214
23 Segment information
Business segments
Geographic segments
location of customers.
activities are sales and services relating to satellite business.
PAGE
215A R 2 0 1 3 / 2 5 5 6
Non-
cont
rolli
ng in
tere
sts
- -
- -
- -
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
Co
nso
lid
ate
d
fin
an
cia
l statem
en
ts
Disc
on
tin
ue
d
op
era
tio
n
To
ta
l c
on
tin
uin
g
op
era
tio
ns
Co
nso
lid
atio
n
elim
in
atio
ns
Te
le
ph
on
e
ne
tw
ork
In
te
rn
et se
rvic
es
an
d m
ed
ia
Sa
te
llite
bu
sin
ess se
rvic
es
PAGE
216
Co
nso
lid
ate
d
fin
an
cia
l statem
en
ts
Disc
on
tin
ue
d
op
era
tio
n
To
ta
l c
on
tin
uin
g
op
era
tio
ns
Co
nso
lid
atio
n
elim
in
atio
ns
Te
le
ph
on
e
ne
tw
ork
In
te
rn
et se
rvic
es
an
d m
ed
ia
Sa
te
llite
bu
sin
ess se
rvic
es
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
12
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
20
13
(in
m
illio
n B
ah
t)
PAGE
217A R 2 0 1 3 / 2 5 5 6
Segment revenue
Segment revenue
2013 2012
(in thousand Baht) (in thousand Baht)
2013 2012
(in thousand Baht) (in thousand Baht)
Major customer
PAGE
218
Other non-current assets
24 Revenues from sale of goods and rendering of services
Continuing operation
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
2013 2012
(in thousand Baht) (in thousand Baht)
PAGE
219A R 2 0 1 3 / 2 5 5 6
25 Other income
Continuing operation
Continued operation
Amortisation of property and
Discontinued operation
Note
26 Expenses by nature
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
PAGE
220
continuing operations
27 Provident funds
-ship to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging
28 Income tax expense
Note 2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
Consolidated financial statements Separate financial statements
PAGE
221A R 2 0 1 3 / 2 5 5 6
Reconciliation of effective tax rate
Consolidated financial statements
Consolidated financial statements
2013
2013
2012
2012
(in thousand Baht)
(in thousand Baht)
(in thousand Baht)
(in thousand Baht)
Rate
(%)
Rate
(%)
Rate
(%)
Rate
(%)
expense recognised in different periods for
Current year losses for which no deferred tax
expense recognised in different periods for
Total
PAGE
222
competitiveness.
29 Promotional privileges
(2012: Baht 1,347 million).
PAGE
223A R 2 0 1 3 / 2 5 5 6
30 E
arni
ngs
per s
hare
Basic
ear
ning
s pe
r sha
re
Co
nso
lid
ate
d fin
an
cia
l sta
te
me
nts
Se
pa
ra
te
fin
an
cia
l sta
te
me
nts
20
12
(in
th
ou
sa
nd
B
ah
t / th
ou
sa
nd
s
ha
re
s)
20
12
20
13
20
13
To
ta
lT
ota
lT
ota
lT
ota
l
Disc
on
-
tin
ue
d
op
era
tio
n
Disc
on
-
tin
ue
d
op
era
tio
n
Disc
on
-
tin
ue
d
op
era
tio
n
Disc
on
-
tin
ue
d
op
era
tio
n
Co
ntin
uin
g
op
era
tio
ns
Co
ntin
uin
g
op
era
tio
ns
Co
ntin
uin
g
op
era
tio
ns
Co
ntin
uin
g
op
era
tio
ns
to o
rdin
ary
PAGE
224
(in
th
ou
sa
nd
B
ah
t / th
ou
sa
nd
s
ha
re
s)
To
ta
lT
ota
lT
ota
lT
ota
l
Disc
on
-
tin
ue
d
op
era
tio
n
Disc
on
-
tin
ue
d
op
era
tio
n
Disc
on
-
tin
ue
d
op
era
tio
n
Disc
on
-
tin
ue
d
op
era
tio
n
Co
ntin
uin
g
op
era
tio
ns
Co
ntin
uin
g
op
era
tio
ns
Co
ntin
uin
g
op
era
tio
ns
Co
ntin
uin
g
op
era
tio
ns
Co
nso
lid
ate
d fin
an
cia
l sta
te
me
nts
Se
pa
ra
te
fin
an
cia
l sta
te
me
nts
20
12
20
12
20
13
20
13
to o
rdin
ary
shar
ehol
ders
Wei
ghte
d av
erag
e nu
mbe
r
of
ord
inar
y sh
ares
ordi
nary
shar
es o
utst
andi
ng
(d
ilute
d) (i
n Ba
ht)
Dilu
ted
earn
ings
per
sha
re
PAGE
225A R 2 0 1 3 / 2 5 5 6
31 Dividends
32 Financial instruments
Financial risk management policies
swaps taken out with commercial banks and foreign exchange forward contracts and foreign currency options
by counterparty.
ment before execution.
-
forward contracts and cross currency and interest rate swap. An analysis of exposures against the limits estab-
in respect of short-term investment regarding to guideline to short-term investment policy.
Capital management
-
whole group.
PAGE
226
Consolidated financial statements
2013 2012
Baht
(in million)
Baht
(in million)
Foreign
currency
(in million)
Foreign
currency
(in million)
Assets
Total
Total
Foreign currency risk
currencies.
PAGE
227A R 2 0 1 3 / 2 5 5 6
Foreign currency assets mainly represent cash in bank and accounts receivable. Foreign currency liabilities mainly
Credit risk
of products and services are made to customers with an appropriate credit history. Derivative counterparties
Liquidity risk
Determination of Fair values
-
33 Commitments with non-related parties
(2012: Baht 684 million)
construction and installation.
PAGE
228
Issued Date PeriodType of license
b) Shareholder agreement
th
96.82 million).
satellite uplink-downlink and Satellite Internet services and Internet services in Thailand
PAGE
229A R 2 0 1 3 / 2 5 5 6
Currency
and has
(2012: 0.08 million shares).
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
PAGE
230
g) Other commitments
Currency
Currency
Consolidated financial statements Separate financial statements
Consolidated financial statements Separate financial statements
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
2013 2012 2013 2012
(in thousand Baht) (in thousand Baht) (in thousand Baht) (in thousand Baht)
PAGE
231A R 2 0 1 3 / 2 5 5 6
35 Other events
companies have been operating to the best of its ability in accordance with the law and the agreements
agreements to provide the facts to prove its innocence and good faith in any proceeding which may be
to perform their duties in overseeing whether the Company has been carrying on its telecommunications
shareholder.
the verdict.
cause for terminating the operating agreement as the Company has fully complied with the terms and conditions of the operating agreement.
36 Events after the reporting period
a) Proposed dividend payment of the Company
PAGE
233A R 2 0 1 3 / 2 5 5 6
b) Acquisition of ordinary shares in Orion Satellite Systems Pty Limited (“OSS”) by IPSTAR Australia Pty Limited (“IPA”), a subsidiary of the Company
c) Dividend payment of Lao Telecommunications Company Limited (“LTC”)
dividends must be approved by the shareholders at their meeting.
e) Proposed bonus share payment of Synertone Communication Corporation (“Synertone”)
f) Issuance and offering of debenture
in which the Board of Directors would consider and approve matters related to the issuance and offering of
PAGE
234
Disclosure
37 Thai Financial Reporting Standards (TFRS) not yet adopted
PAGE
235A R 2 0 1 3 / 2 5 5 6
Consolidated financial statements Separate financial statements
2012
Before
reclass
(in million Baht)
Before
reclass
(in million Baht)
Reclass
(in million Baht)
Reclass
(in million Baht)
After
reclass
(in million Baht)
After
reclass
(in million Baht)
- -
Statement of income
Directors and management
- -
38 Reclassification of accounts
statements in the period of initial application.
TFRIC 12 – Service Concession Arrangements
and existing infrastructure to which the grantor gives the operator access for the purpose of the service arrangement.
PAGE
236
a. Dividend policy of the Company
b. Dividend policy of the subsidiaries and associated companies
affect their operations.
Dividend Policy
PAGE
237A R 2 0 1 3 / 2 5 5 6
Glossary
3G
video through cellular networks.
4G
Analog A variable signal continuous in both time and amplitude.
Backhaul
Bandwidth
transmission rates when communicating over certain media or devices.
Broadband
Broadcast Beam
C-band
video or data transmission.
CCTVClosed-circuit television
Code Division Multiple Access (CDMA)A digital cellular technology that uses spread-spectrum
more subscribers to connect at any given time.
Compression
Compressed Video A digital transmission process used to transmit a video signal. When the vast amount of information in a video transmission is compressed into a fraction of its former
can be transmitted more economically and through existing phone lines. Digital Broadcasting
and re-converting them to pictures when they are received.
Digital Direct-to-Home (DTH)
home.
Digital Subscriber Line (DSL)A technology that provides digital data transmission
service level implemented.
Downlink
the antenna on the spacecraft will transmit data and voice signals and repeat to the desired location on
PAGE
238
Femto cellA device used to improve mobile network coverage in small areas. Femto cells connect locally to mobile
connections over a broadband internet connection
that are arrayed across the countryside.
Fiber Optics
to transmit data.
Free-to-Air
broadcasts which are broadcast unencrypted and may therefore be picked up via any suitable receiver.
Gateway
of data transmission from one network to other
a gateway is a main earth station that links the satellite
High Definition Television (HDTV)An improved television system which provides approximately twice the vertical and horizontal
discs.
High throughput satellite (HTS)Broadband satellite
Integrated Services Digital Network (ISDN)
to allow digital transmission of voice and data over
Internet Protocol Television (IPTV)A system where a digital television service is delivered using packets over a network infrastructure. For
with Video on Demand and may be bundled with
Ka-band
Ku-band
video broadcasting services. Ku-band is also an ideal
to internet users.
Leased LineA symmetric telecommunications line connecting two locations together.
Local Multipoint Distribution Service (LMDS)A broadband wireless access technology that uses
wireless technology for the last mile.
Multi-Channel Per Carrier (MCPC)A type of data transmission by blending multiple chan-
signals into a common carrier to be transmitted to a satellite.
PAGE
239A R 2 0 1 3 / 2 5 5 6
Point-to-Multipoint
Point-to-Point A dedicated link that connects exactly two commu-nications facilities.
Shaped Beam
used in two-way communication service in an open and less populated area.
Spot BeamA satellite signal that is specially concentrated in power so that it will cover only a limited geographic area.
footprints connected in the shape of a cellular network.
services over a densely populated area.
Streaming
Teleport
station providing a comprehensive range of television and radio broadcasting and telecommunications
internet service to user in remote area.
Terminal
Transponder
Turnaround Service
Turnkey ServiceAn integrated service that is readily usable by buyer.
TTC & M
control.
Universal Service Obligation (USO)-
munication services to every resident of a country
Uplink
a ground station.
Very Small Aperture Terminal (VSAT)
by sending and receiving computer data and other telecommunication data via satellite.
WiFi A broadband transmission system that transmits over
transmits and receives in short distances of about
WiMAX
cell phones and laptops.
PAGE
240
Ordinary Share Registrar
www.tsd.co.th
Debenture Registrar :
Auditor Mr. Supot Singhasaneh
th th
www.kpmg.co.th
Other Reference Persons
PAGE
241A R 2 0 1 3 / 2 5 5 6
Top Related